09/04/2024 | Press release | Distributed by Public on 09/04/2024 18:54
FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Title of Derivate Security | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security | 8. Price of Derivative Security | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) | 11. Nature of Indirect Beneficial Ownership |
Code | V | (A) | (D) | Date Exercisable | Expriation Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 |
X | X |
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SPH Group LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 |
X | X |
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SPH Group Holdings LLC C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 |
X | X |
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Steel Partners Holdings GP Inc. C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 |
X | X |
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Steel Excel Inc. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 |
X | X |
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HANDY & HARMAN LTD. 590 MADISON AVENUE 32ND FLOOR NEW YORK, NY10022 |
X |
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See Footnote 1 |
WHX CS LLC 590 MADISON AVENUE 32ND FLOOR NEW YORK, NY10022 |
X |
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See Footnote 1 |
WF Asset Corp. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 |
X | X |
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By: Steel Partners Holdings L.P., By: Steel Partners Holdings GP Inc., General Partner, By: /s/ Maria Reda, Secretary | 2024-09-04 |
**Signature of Reporting Person | Date |
By: SPH Group LLC, By: Steel Partners Holdings GP Inc., Managing Member, By: /s/ Maria Reda, Secretary | 2024-09-04 |
**Signature of Reporting Person | Date |
By: SPH Group Holdings LLC, By: Steel Partners Holdings GP Inc., Manager, By: /s/ Maria Reda, Secretary | 2024-09-04 |
**Signature of Reporting Person | Date |
By: Steel Partners Holdings GP Inc., By: /s/ Maria Reda, Secretary | 2024-09-04 |
**Signature of Reporting Person | Date |
By: Steel Excel Inc., By: /s/ Maria Reda, Secretary | 2024-09-04 |
**Signature of Reporting Person | Date |
By: Handy & Harman Ltd., By: /s/ Maria Reda, Secretary | 2024-09-04 |
**Signature of Reporting Person | Date |
By: WHX CS LLC, By: /s/ Maria Reda, Secretary | 2024-09-04 |
**Signature of Reporting Person | Date |
By: WF Asset Corp., By: /s/ Maria Reda, Secretary | 2024-09-04 |
**Signature of Reporting Person | Date |
(*) | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
(**) | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This Form 4 is filed jointly by Steel Partners Holdings L.P. ("Steel Holdings"), SPH Group LLC ("SPHG"), SPH Group Holdings LLC ("SPHG Holdings"), Steel Partners Holdings GP Inc. ("Steel Holdings GP"), Steel Excel, Inc. ("Steel Excel"), WF Asset Corp. ("WF Asset"), Handy & Harman Ltd. ("HNH") and WHX CS LLC ("WHX CS") (collectively, the "Reporting Persons"). Steel Holdings owns a majority of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. SPHG Holdings owns 100% of the outstanding shares of common stock of Steel Excel. Steel Excel owns 100% of the outstanding shares of common stock of HNH and is a majority shareholder of WF Asset. HNH owns a majority of the outstanding membership interests of WHX CS. |
(2) | Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock (the "Section 13(d) Group"). |
(3) | Represents securities owned directly by Steel Excel. By virtue of their relationships with Steel Excel discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP may be deemed to beneficially own the securities owned directly by Steel Excel. Each of Steel Holdings, SPHG, SPHG Holdings and Steel Holdings GP disclaims beneficial ownership of the securities owned directly by Steel Excel. |
(4) | Represents securities owned directly by WF Asset. By virtue of their relationships with WF Asset discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP and Steel Excel may be deemed to beneficially own the securities owned directly by WF Asset. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP and Steel Excel disclaims beneficial ownership of the securities owned directly by WF Asset. |
(5) | Represents securities owned directly by WHX CS. By virtue of their relationships with WHX CS discussed in Footnote 1, each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and HNH may be deemed to beneficially own the securities owned directly by WHX CS. Each of Steel Holdings, SPHG, SPHG Holdings, Steel Holdings GP, Steel Excel and HNH disclaims beneficial ownership of the securities owned directly by WHX CS. |