Sec Form 13D Filing - RANKIN ALFRED M filing for Hamilton Beach Brands Holding Co (HBB) - 2023-08-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 4)

 

 

Hamilton Beach Brands Holding Company

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

40701LT 203

(CUSIP Number)

Alfred M. Rankin, Jr.

5875 Landerbrook Drive, Suite 300

Cleveland, Ohio 44124-4017

(440) 449-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 10, 2023

(Date of Event Which Requires Filing of This Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.   ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

(Continued on following pages)

 

 

 


  1    

  NAME OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

  Rankin Associates IV, L.P.

 

  52-2450854

  2  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☒

 

  3  

  SEC USE ONLY

 

  4  

  SOURCE OF FUNDS*

 

  OO – See Item 3

  5  

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

 

  ☐

  6  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7    

  SOLE VOTING POWER

 

  0

     8  

  SHARED VOTING POWER

 

  0

     9  

  SOLE DISPOSITIVE POWER

 

  0

   10  

  SHARED DISPOSITIVE POWER

 

  0

11    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  0

12  

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

  ☐

13  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

  0.00%

14  

  TYPE OF REPORTING PERSON*

 

  PN

 

 

2


Part II to Schedule 13D/A

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock, par value $1.00 per share (the “Class B Common”), of Hamilton Beach Brands Holding Company (the “Issuer”) held by Rankin Associates IV, L.P., a Delaware limited partnership (“Rankin IV”), that appeared in the Schedule 13D filed by the Reporting Persons on October 6, 2017 (the “Initial Filing”) as amended on February 12, 2021 (“Amendment No. 1”), as amended on February 11, 2022 (“Amendment No. 2”) and as amended on June 6, 2022 (“Amendment No. 3” and, collectively with the Initial Filing, Amendment No. 1 and Amendment No. 2, the “Filings”). Capitalized items used herein but not defined herein have the meanings assigned to them in the Initial Filing. This Amendment No. 4 is the final amendment to the Initial Filing and therefore constitutes an “exit filing” for the group formed by Rankin IV.

Item 4. Purpose of Transaction.

The information provided in the Filings with respect to Item 4 is hereby supplemented as follows:

On August 10, 2023, RA IV distributed 800,000 shares of Class B Common to the Partners, which distribution was made on a pro-rata basis for no additional consideration in accordance with the Rankin IV Partnership Agreement. As a result of the distribution, as of August 10, 2023, Rankin IV ceased to beneficially own more than five percent of the Class B Common.

Item 5. Interest in Securities of the Issuer.

The information provided in the Filings with respect to Item 5 is hereby supplemented as follows:

(a)—(b) On August 10, 2023, Rankin IV distributed 800,000 shares of Class B Common to the Partners, which distribution was made on a pro-rata basis for no additional consideration in accordance with the Rankin IV Partnership Agreement. As a result of the distribution, as of August 10, 2023, Rankin IV no longer holds any shares of the Class B Common.

(e) On August 10, 2023, Rankin IV ceased to be the beneficial owner of more than five percent of the Class B Common. Accordingly, this Amendment No. 4 is the final amendment to the Initial Filing and is an exit filing for the group formed by Rankin IV.

[Signatures begin on the next page.]

[The remainder of this page was intentionally left blank.]

 

3


SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: August 14, 2023

 

Name: Rankin Associates IV, L.P.
By: Main Trust of Alfred M. Rankin, Jr. created under the Agreement, dated as of September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr. (successor in interest to the Trust created by the Agreement, dated August 30, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr.), as one of its General Partners
By:  

/s/ Alfred M. Rankin, Jr.

  Alfred M. Rankin, Jr., as Trustee
REPORTING PERSONS
By:  

/s/ Alfred M. Rankin, Jr.

  Alfred M. Rankin, Jr., on behalf of himself, and as:
  Attorney-in-Fact for Thomas T. Rankin*
  Attorney-in-Fact for Claiborne R. Rankin*
  Attorney-in-Fact for Roger F. Rankin*
  Attorney-in-Fact for Helen R. Butler*
  Attorney-in-Fact for Clara Rankin Williams*
  Attorney-in-Fact for 2012 Alison A. Rankin Trust*
  Attorney-in-Fact for 2012 Chloe O. Rankin Trust*
  Attorney-in-Fact for 2012 Corbin K. Rankin Trust*
  Attorney-in-Fact for BTR 2020 GST Trust for Helen R. Butler*
  Attorney-in-Fact for BTR 2020 GST Trust for Clara R. Williams*
  Attorney-in-Fact for BTR 2020 GST Trust for Matthew M. Rankin*
  Attorney-in-Fact for BTR 2020 GST Trust for James T. Rankin*
  Attorney-in-Fact for BTR 2020 GST Trust for Thomas P. K. Rankin*
  Attorney-in-Fact for BTR 2020 GST Trust for Chloe R. Seelbach*
  Attorney-in-Fact for BTR 2020 GST Trust for Claiborne R. Rankin, Jr.*
  Attorney-in-Fact for BTR 2020 GST Trust for Julia R. Kuipers*

 

4


  Attorney-in-Fact for BTR 2020 GST Trust for Anne F. Rankin*
  Attorney-in-Fact for BTR 2020 GST Trust for Elisabeth M. Rankin*

 

*

The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 17.

 

5