Sec Form 4 Filing - LICHTENSTEIN WARREN G @ STEEL PARTNERS HOLDINGS L.P. - 2017-02-07

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 LICHTENSTEIN WARREN G 2. Issuer Name and Ticker or Trading Symbol STEEL PARTNERS HOLDINGS L.P. [ SPLP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O STEEL PARTNERS HOLDINGS L.P., 590 MADISON AVENUE, 32ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/07/2017 (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 6% Series A Preferred Units 02/07/2017 J 71,503 A 71,503 D 6% Series A Preferred Units 10/12/2017 J 443,158 A 514,661 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 Disposed 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 Reportin g Owner Name / Address Relationships Director 10% Owner Officer Other LICHTENSTEIN WARREN G C/O STEEL PARTNERS HOLDINGS L.P. 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 X X Executive Chairman Signatures /s/ Michael Macmanus as Attorney-in-Fact for Warren G. Lichtenstein 10/16/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Acquired pursuant to the exchange offer made pursuant to the December 7, 2016 Agreement and Plan of Merger by and among Issuer, SPH Acquisition Co., a wholly owned subsidiary of Issuer, and Steel Excel Inc., as amended, pursuant to which each validly tendered share of Steel Excel Inc. common stock was exchanged for 0.712 newly issued 6.0% Series A preferred units of Issuer, together with cash in lieu of any fractional Issuer preferred units, upon the terms and subject to the conditions set forth in the prospectus/offer to exchange and the related letter of transmittal filed by Issuer with the Securities and Exchange Commission on January 9, 2017 (together with any amendments and supplements thereto). The Issuer preferred units issued in this transaction were a newly issued class of securities having a liquidation preference of $25.00 per unit. ( 2 )Acquired pursuant to the exchange offer made pursuant to the June 26, 2017 Agreement and Plan of Merger by and among Issuer, Handy Acquisition Co., a wholly owned subsidiary of Issuer, and Handy & Harman Ltd. (the "Merger Agreement"), pursuant to which each validly tendered share of Handy & Harman Ltd. common stock was exchanged for 1.484 6.0% Series A preferred units of Issuer (the "transaction consideration"), together with cash in lieu of any fractional Issuer preferred units, upon the terms and subject to the conditions set forth in the prospectus/offer to exchange and the related letter of transmittal filed by Issuer with the Securities and Exchange Commission on September 13, 2017 (together with any amendments and supplements thereto). The market value of the transaction consideration is $30.57, based on the trading price of the Issuer preferred units as of the end of trading on October 11, 2017.

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