Sec Form 4 Filing - KASSAN GLEN M @ HANDY & HARMAN LTD. - 2013-08-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person KASSAN GLEN M 2. Issuer Name and Ticker or Trading Symbol HANDY & HARMAN LTD. [ HNH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) See Explanation of Responses (Last) (First) (Middle) C/O STEEL PARTNERS HOLDINGS L.P., 590 MADISON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2013 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.01 per share 08/06/2013 S( 1 ) 100,000 D $ 19.65 0 I By GRAT ( 2 ) Common Stock, par value $0.01 per share 08/07/2013 G( 1 ) 100,000 A $ 0 100,000 I By GRAT ( 2 ) Common Stock, par value $0.01 per share 08/06/2013 P( 1 ) 100,000 A $ 19.65 100,000 I By Wife ( 2 ) Common Stock, par value $0.01 per share 08/07/2013 G( 1 ) 100,000 D $ 0 0 I By Wife ( 2 ) Common Stock, par value $0.01 per share 100,000 D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disp osed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other KASSAN GLEN M C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE NEW YORK, NY10022 X See Explanation of Responses Signatures /s/ Glen M. Kassan 08/08/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 6, 2013, the Reporting Person's wife, who shares the Reporting Person's household, purchased 100,000 shares from a grantor retained annuity trust for the benefit of the Reporting Person's two adult children (the "May GRAT"). The Reporting Person's wife is the trustee and sole recipient of annuity payments of the May GRAT. On August 7, 2013, the Reporting Person's wife contributed 100,000 shares to a new grantor retained annuity trust for the benefit of the Reporting Person's two adult children (the "August GRAT"). The Reporting Person's wife is the trustee and sole recipient of annuity payments of the August GRAT. ( 2 )The Reporting Person is also a member of a Section 13(d) group that owns more than 10% of the Issuer's outstanding common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(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).

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