Sec Form 4 Filing - Woodworth Douglas @ STEEL PARTNERS HOLDINGS L.P. - 2019-03-11

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 Woodworth Douglas 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 590 MADISON AVENUE, 32ND FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 03/11/2019 (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 Units, no par value 03/11/2019 A 50,000 ( 1 ) A $ 0 55,088 ( 2 ) D Common Units, no par value 1 ( 2 ) I By SPH SPV-I LLC

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 Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Woodworth Douglas 590 MADISON AVENUE, 32ND FLOOR NEW YORK, NY10022 Chief Financial Officer Signatures By: /s/ Maria Reda as attorney-in-fact for Douglas B. Woodworth 03/13/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted Common Units granted on March 11, 2019 to Mr. Woodworth pursuant to the Issuer's 2018 Incentive Award Plan. The Restricted Common Units vest over ten years in equal installments on each anniversary of the date of grant. ( 2 )The Form 4 filed by Mr. Woodworth on April 2, 2018 discloses ownership of 5,089 Class C Common Units ("Class C Units") held indirectly by Mr. Woodworth through SPH SPV-I LLC ("SPH SPV") that were allocated by SPH SPV to Mr. Woodworth's sub-account within SPH SPV. Since the filing of the Form 4, these Class C Units converted into Common Units following the alignment of capital accounts of the Common Units and the Class C Units, and such Common Units were distributed to Mr. Woodworth, with the exception of 1 Common Unit which remains allocated to Mr. Woodworth's sub-account within SPH SPV. The total number of Common Units held directly by Mr. Woodworth and held indirectly through SPH SPV reflects the foregoing.

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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