(Amendment No. 16)1
WARREN G. LICHTENSTEIN
Steel Partners, Ltd.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1 |
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NAME OF REPORTING PERSON |
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WGL CAPITAL LLC |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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COLORADO |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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970,000 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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970,000 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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970,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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4.5% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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STEEL PARTNERS, LTD. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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6,764,428 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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6,764,428 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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6,764,428 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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31.2% |
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TYPE OF REPORTING PERSON |
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CO |
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1 |
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NAME OF REPORTING PERSON |
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SPH SPV-I LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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2,059,779 (1) |
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PERSON WITH |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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2,059,779 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,059,779 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.5% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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(1) Includes 200,253 Class C Units.
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1 |
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NAME OF REPORTING PERSON |
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WARREN G. LICHTENSTEIN |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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2,017,953 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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8,824,207 (1) |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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2,017,953 |
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10 |
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SHARED DISPOSITIVE POWER |
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8,824,207 (1) |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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10,842,160 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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50.0% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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(1) Includes 200,253 Class C Units.
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1 |
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NAME OF REPORTING PERSON |
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JACK L. HOWARD |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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4,811,131 |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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114,794 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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4,811,131 |
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10 |
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SHARED DISPOSITIVE POWER |
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114,794 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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4,925,925 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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22.7% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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1 |
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NAME OF REPORTING PERSON |
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EMH HOWARD LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b) ☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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OO, AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NEW YORK |
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NUMBER OF |
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7 |
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SOLE VOTING POWER |
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SHARES |
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BENEFICIALLY |
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- 0 - |
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OWNED BY |
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8 |
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SHARED VOTING POWER |
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EACH |
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REPORTING |
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114,794 |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE POWER |
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- 0 - |
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10 |
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SHARED DISPOSITIVE POWER |
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114,794 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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114,794 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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LESS THAN 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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The following constitutes
Amendment No. 16 to the Schedule 13D filed by the undersigned (“Amendment No. 16”). This Amendment No. 16 amends the Schedule
13D as specifically set forth herein.
| Item 1. | Security and Issuer. |
Item 1 is hereby amended
and restated to read as follows:
This statement relates to
the Common Units, no par value, including Class C Common Units (the “Class C Units”), of Steel Partners Holdings L.P. (the
“Issuer”). The Class C Units have the same rights as the Common Units, except that a Class C Unit will not be saleable in
the public market until the capital account allocable to such Class C Unit is equal to the capital account allocable to a Common Unit
(“Capital Account Alignment”), determined as if a Class C Unit and a Common Unit were separate partnership interests for U.S.
federal income tax purposes. At such time that Capital Account Alignment is achieved, a Class C Unit will convert automatically into a
Common Unit. Class C Units (including Class C Units received in respect of a year) will be allocated their share of taxable income based
on their percentage interests, except as otherwise determined by the Issuer. Hereinafter, the Common Units, including the Class C Units,
are collectively referred to herein as the “Common Units”. The address of the principal executive offices of the Issuer is
590 Madison Avenue, 32nd Floor, New York, New York 10022.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended
and restated to read as follows:
The 5,794,428 Common Units
owned directly by SPL were acquired as follows: (i) 386,658 Common Units were acquired by SPL with its working capital in open market
and private transactions for an aggregate purchase price of approximately $3,180,514, (ii) 14,850 Common Units were acquired by SPL in
connection with a settlement agreement with a former investor in an affiliated entity for an aggregate purchase price of approximately
$111,375, and (iii) 5,392,920 Common Units were distributed to SPL from WGL.
The 970,000 Common Units
owned directly by WGL were acquired pursuant to the arrangements discussed in Item 4.
The 2,059,779 Common Units
(including 200,253 Class C Units) owned directly by SPH SPV were acquired pursuant to the arrangements discussed in Item 4.
The 2,017,953 Common Units
owned directly, and indirectly through grantor retained annuity trusts, by Warren G. Lichtenstein were initially acquired by Mr. Lichtenstein
or his affiliates in connection with various previously-disclosed transactions relating to the restructuring of certain predecessors of
the Issuer and pursuant to the arrangements involving SPH SPV discussed in Item 4.
Of the 4,925,925 Common Units
owned directly, and indirectly through EMH and trusts, by Jack L. Howard, 3,147,185 Common Units were initially acquired by Mr. Howard
or his affiliates in connection with various previously-disclosed transactions relating to the restructuring of certain predecessors of
the Issuer, 706,991 Common Units were acquired by Mr. Howard in a private transaction in exchange for equity in a private corporation,
474,842 Common Units were acquired by Mr. Howard pursuant to the arrangements involving SPH SPV discussed in Item 4, 99,553 Common Units
were acquired by Mr. Howard and EMH directly from the Issuer pursuant to purchase agreements whereby the Issuer issued the Common Units
in exchange for common stock and preferred stock of WebFinancial Holding Corporation, 40,000 Common Units were acquired by Mr. Howard
with personal funds in open market transactions for an aggregate purchase price of approximately $364,829, 40,100 Common Units were acquired
by trusts of which Mr. Howard is a trustee with trust funds in open market transactions for an aggregate purchase price of approximately
$947,873 and 397,253 Common Units were gifted to such trusts, 20,000 Common Units were acquired by EMH with its working capital in open
market transactions for an aggregate purchase price of approximately $182,836 and one Common Unit was gifted to Mr. Howard and held in
his sub-account with SPH SPV.
| Item 4. | Purpose of Transaction. |
Item 4 is hereby amended
and restated to read as follows:
On April 11, 2012, as a result
of the termination of that certain Investor Services Agreement by and between the Issuer and WGL, and pursuant to the terms of the Second
Amended and Restated Deferred Fee Agreement by and between the Issuer and WGL (the “Deferred Fee Agreement”), 6,403,002 Class
B Units were issued to WGL by the Issuer, subject to adjustment as of March 31, 2012. On May 11, 2012, an additional 536,645 Class B Units
were issued to WGL by the Issuer reflecting an adjustment based on the deferred fee liability as of March 31, 2012. On May 1, 2014, the
capital account allocable to a Class B Unit equaled the capital account allocable to a regular Common Unit and, therefore, all then outstanding
Class B Units converted automatically into regular Common Units. Subsequent to the May 1, 2014 conversion, 706,991 Common Units were sold
in a private transaction on November 4, 2015.
On January 7, 2015, pursuant
to the terms of the Deferred Fee Agreement, 130,264 Class B Units were issued to WGL by the Issuer. On May 16, 2016, the capital account
allocable to a Class B Unit equaled the capital account allocable to a regular Common Unit and, therefore, all then outstanding Class
B Units converted automatically into regular Common Units.
On May 1, 2014, SPH SPV was
issued 1,542,073 Class C Units with respect to the Incentive Units received pursuant to that certain Fifth Amended and Restated Management
Agreement effective as of May 11, 2012 (the “Management Agreement”), by and among the Issuer, SPH Group LLC, a wholly owned
subsidiary of the Issuer, and SP General Services, LLC, the manager of the Issuer (“SP General Services”). The right to receive
such Class C Units was previously assigned to SPH SPV by SP General Services. On May 1, 2014, the capital account allocable to a Class
C Unit equaled the capital account allocable to a regular Common Unit and, therefore, all then outstanding Class C Units converted automatically
into regular Common Units. Subsequent to the May 1, 2014 conversion, 340,926 Common Units were withdrawn from SPH SPV.
On January 7, 2015, the Issuer
and SPH SPV entered into that certain Incentive Unit Agreement (the “Incentive Unit Agreement”), effective as of May 11, 2012,
to restate the provisions related to the Incentive Units from the Management Agreement without substantive change.
On February 13, 2018, SPH
SPV was issued 461,442 Class C Units with respect to the Incentive Units received pursuant to the Incentive Unit Agreement. The right
to receive such Class C Units was previously assigned to SPH SPV by SP General Services. In June 2018, the capital account allocable to
a Class C Unit equaled the capital account allocable to a regular Common Unit and, therefore, all then outstanding Class C Units converted
automatically into regular Common Units. Subsequent to the June 2018 conversion, 1,121,883 Common Units were withdrawn from SPH SPV.
On April 13, 2022, SPH SPV
was issued 1,702,059 Class C Units with respect to the Incentive Units received pursuant to the Incentive Unit Agreement. Mr. Lichtenstein
and Steel Holdings previously made their respective filings to the Premerger Notification Office of the Federal Trade Commission and the
Antitrust Division of the Department of Justice as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 to acquire the
Class C Units. The statutory waiting period required by Section 7A(b)(1) of the Clayton Act, 15 U.S.C. Section 18a(b)(1), expired on April
6, 2022. The Issuer then issued the Class C Units following the receipt of approval of a supplemental listing application to the New York
Stock Exchange. The Class C Units have converted into regular Common Units and on September 19, 2022, 383,239 of such Common Units were
distributed to Jack L. Howard who is a member of SPH SPV.
On March 21, 2023, SPH SPV
was issued 200,253 Class C Units with respect to the Incentive Units received pursuant to the Incentive Unit Agreement following the receipt
of approval of a supplemental listing application to the New York Stock Exchange.
Depending upon overall market
conditions, other investment opportunities available to the Reporting Persons, and the availability of Common Units at prices that would
make the purchase or sale of Common Units desirable, the Reporting Persons may endeavor to increase or decrease their respective positions
in the Issuer through, among other things, the purchase or sale of Common Units on the open market or in private transactions or otherwise,
on such terms and at such times as the Reporting Persons may deem advisable to the extent permitted by the limited partnership agreement
of the Issuer or applicable law.
No Reporting Person has any
present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule
13D except as set forth herein or such as would occur upon completion of any of the actions discussed herein or in Mr. Lichtenstein’s
or Mr. Howard’s capacities as executive officers and directors of the general partner of the Issuer.
| Item 5. | Interest in Securities of the Issuer. |
Items 5(a) - (c) are
hereby amended and restated to read as follows:
(a) The
aggregate percentage of Common Units reported owned by each person named herein is based upon 21,667,429 Common Units outstanding as of
the date hereof according to information provided by the Issuer.
As of the close of business
on March 23, 2023, WGL owned directly 970,000 Common Units, constituting approximately 4.5% of the Common Units outstanding. By virtue
of their relationship with WGL discussed in further detail in Item 2, each of SPL and Warren G. Lichtenstein may be deemed to beneficially
own the Common Units owned directly by WGL.
As of the close of business
on March 23, 2023, SPL owned directly 5,794,428 Common Units, constituting approximately 26.7% of the Common Units outstanding. By virtue
of his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Common
Units owned directly by SPL.
As of the close of business
on March 23, 2023, SPH SPV owned directly 2,059,779 Common Units (including 200,253 Class C Units), constituting approximately 9.5% of
the Common Units outstanding. By virtue of his relationship with SPH SPV discussed in further detail in Item 2, Warren G. Lichtenstein
may be deemed to beneficially own the Common Units owned directly by SPH SPV.
As of the close of business
on March 23, 2023, Warren G. Lichtenstein owned: (i) directly 711,964 Common Units, constituting approximately 3.3% of the Common Units
outstanding, and (ii) indirectly, through grantor retained annuity trusts of which Mr. Lichtenstein is trustee, 1,305,989 Common Units,
constituting approximately 6.0% of the Common Units outstanding, which, together with the Common Units owned directly by WGL, SPL and
SPH SPV that Mr. Lichtenstein may also be deemed to beneficially own, constitute approximately 50.0% of the Common Units outstanding.
As of the close of business
on March 23, 2023, EMH owned directly 114,794 Common Units, constituting less than 1% of the Common Units outstanding. By virtue of his
relationship with EMH discussed in further detail in Item 2, Jack L. Howard may be deemed to beneficially own the Common Units owned directly
by EMH.
As of the close of business
on March 23, 2023, Jack L. Howard owned: (i) directly 2,044,930 Common Units, constituting approximately 9.4% of the Common Units outstanding,
and (ii) indirectly, through trusts of which Mr. Howard is trustee, 2,766,201 Common Units, constituting approximately 12.8% of the Common
Units outstanding, which, together with the Common Units owned directly by EMH that Mr. Howard may also be deemed to beneficially own,
constitute approximately 22.7% of the Common Units outstanding. Mr. Howard’s direct ownership of securities of the Issuer reported
herein includes securities held by an entity that is 100% owned by him.
Absent banking regulatory
approval, voting rights are forfeited with respect to all Common Units in excess of 9.9%, and such Common Units may not be voted on any
matter and will not be considered to be outstanding when sending notices of a meeting of unitholders (unless otherwise required by law),
calculating required votes, determining the presence of a quorum or for other similar purposes.
Mr. Lichtenstein holds directly
416,948 6.0% Series A Preferred Units of the Issuer (the “Preferred Units”), Mr. Howard holds directly 186,375 Preferred Units
and EMH holds directly 87,649 Preferred Units. The Preferred Units currently do not have voting rights and may only be converted to Common
Units in the Issuer’s discretion. Accordingly, Mr. Lichtenstein, Mr. Howard and EMH are not deemed to beneficially own the Common
Units underlying their Preferred Units.
(b) Each
of WGL, SPL and Warren G. Lichtenstein may be deemed to have shared power to vote and dispose of the Common Units reported in this Schedule
13D owned directly by WGL. Each of SPL and Mr. Lichtenstein may be deemed to have shared power to vote and dispose of the Common Units
reported in this Schedule 13D owned directly by SPL. Each of SPH SPV and Mr. Lichtenstein may be deemed to have shared power to vote and
dispose of the Common Units reported in this Schedule 13D owned directly by SPH SPV. Mr. Lichtenstein has the sole power to vote and dispose
of the Common Units reported in this Schedule 13D owned directly by him. As trustee of the grantor retained annuity trusts, Mr. Lichtenstein
has the sole power to vote and dispose of the Common Units reported in this Schedule 13D owned indirectly by him through the grantor retained
annuity trusts.
Each of EMH and Jack L. Howard
may be deemed to have shared power to vote and dispose of the Common Units reported in this Schedule 13D owned directly by EMH. Mr. Howard
has the sole power to vote and dispose of the Common Units reported in this Schedule 13D owned directly by him. As trustee of the trusts,
Mr. Howard has the sole power to vote and dispose of the Common Units reported in this Schedule 13D owned indirectly by him through the
trusts.
The filing of this Schedule
13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial
owners of any Common Units he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of
the Common Units reported herein that he or it does not directly own.
(c) On
March 21, 2023, SPH SPV was issued 200,253 Class C Units as described in further detail in Item 4. On March 23, 2023, Mr. Howard sold
10,000 Preferred Units at a price of $22.9095 per unit in the open market. There were no other transactions in securities of the Issuer
by the Reporting Persons during the past 60 days.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: March 23, 2023
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WGL CAPITAL LLC |
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By: |
/s/ Jack L. Howard |
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Name: |
Jack L. Howard |
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Title: |
President |
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STEEL PARTNERS, LTD. |
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By: |
/s/ Jack L. Howard |
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Name: |
Jack L. Howard |
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Title: |
President |
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SPH SPV-I LLC |
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By: |
Warren G. Lichtenstein, Managing Member |
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By: |
/s/ Jack L. Howard |
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Name: |
Jack L. Howard |
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Title: |
Attorney-in-Fact for Warren G. Lichtenstein |
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WARREN G. LICHTENSTEIN |
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/s/ Jack L. Howard |
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Jack L. Howard as Attorney-in-Fact for Warren G. Lichtenstein |
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EMH HOWARD, LLC |
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By: |
/s/ Jack L. Howard |
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Name: |
Jack L. Howard |
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Title: |
Managing Member |
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/s/ Jack L. Howard |
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JACK L. HOWARD |