Sec Form 4 Filing - WILLIAMS DAVID B @ Hamilton Beach Brands Holding Co - 2024-03-12

Insider filing report for Changes in Beneficial Ownership
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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
WILLIAMS DAVID B
2. Issuer Name and Ticker or Trading Symbol
Hamilton Beach Brands Holding Co [ HBB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Member of a Group
(Last) (First) (Middle)
4421 WATERFRONT DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/12/2024
(Street)
GLEN ALLEN, VA23060
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
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
Class B Common Stock ( 1 ) 03/12/2024 J( 2 ) V 60,254 ( 1 ) ( 1 ) Class A Common Stock 60,254 $ 0 60,254 I Spouse?s proportionate interest of RA HBB, L.P. held by CRW2020 GST fbo Helen C. Williams ( 3 )
Class B Common Stock ( 1 ) 03/12/2024 J( 2 ) V 60,254 ( 1 ) ( 1 ) Class A Common Stock 60,254 $ 0 60,254 I Spouse?s proportionate interest of RA HBB, L.P. held by CRW2020 GST fbo Margo JV Williams ( 3 )
Class B Common Stock ( 1 ) 03/12/2024 J( 4 ) V 60,254 ( 1 ) ( 1 ) Class A Common Stock 60,254 $ 0 60,254 I Spouse?s proportionate interest of RA HBB, L.P. held by HRB2020 GST fbo Clara R. Butler ( 3 )
Class B Common Stock ( 1 ) 03/12/2024 J( 4 ) V 60,254 ( 1 ) ( 1 ) Class A Common Stock 60,254 $ 0 60,254 I Spouse?s proportionate interest of RA HBB, L.P. held by HRB2020 GST fbo Griffin B. Butler ( 3 )
Class B Common Stock ( 1 ) 03/12/2024 J( 5 ) V 20,096 ( 1 ) ( 1 ) Class A Common Stock 20,096 $ 0 20,096 I Spouse?s proportionate interest of RA HBB, L.P. held by BTR2020 GST fbo Clara R. Williams ( 3 )
Class B Common Stock ( 1 ) 03/12/2024 J( 6 ) V 137,378 ( 1 ) ( 1 ) Class A Common Stock 137,378 $ 0 137,378 I Proportionate interest of RA HBB, L.P. held by a Trust fbo Reporting Person?s Spouse ( 3 )
Class B Common Stock ( 1 ) 03/12/2024 J( 7 ) V 19,150 ( 1 ) ( 1 ) Class A Common Stock 19,150 $ 0 19,150 I Proportionate interest of RA HBB, L.P. held by a Trust fbo Reporting Person?s child ( 3 )
Class B Common Stock ( 1 ) 03/12/2024 J( 7 ) V 21,900 ( 1 ) ( 1 ) Class A Common Stock 21,900 $ 0 21,900 I Proportionate interest of RA HBB, L.P. held by a Trust fbo Reporting Person?s child ( 3 )
Class B Common Stock ( 1 ) 03/12/2024 J( 8 ) V 13,273 ( 1 ) ( 1 ) Class A Common Stock 13,273 $ 0 13,273 I Proportionate interest of RA HBB, L.P. held by a Trust fbo Reporting Person
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILLIAMS DAVID B
4421 WATERFRONT DRIVE
GLEN ALLEN, VA23060
Member of a Group
Signatures
/s/ Brent A. Ashley, attorney-in-fact 03/12/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )N/A
( 2 )Contributions of Class B shares to Rankin Associates HBB, L.P. ("RA HBB"). The Reporting Person is the trustee of the CRW 2020 GST trusts for the benefit of his children that are limited partners of RA HBB.
( 3 )Reporting Person disclaims beneficial ownership of all such shares.
( 4 )Contributions of Class B shares to RA HBB. The Reporting Person's spouse is the trustee of certain trusts that are limited partners of RA HBB.
( 5 )Contribution of Class B shares to RA HBB. The Reporting Person's spouse is the trustee of the BTR 2020 GST for the benefit of the Reporting Person's spouse that is a limited partner of RA HBB.
( 6 )Contribution of Class B shares to RA HBB. The Reporting Person's spouse is the trustee of a trust for the benefit of the Reporting Person's spouse that is a limited partner of RA HBB.
( 7 )Contributions of Class B shares to RA HBB. The Reporting Person is the trustee of certain trusts for the benefit of his children that are limited partners of RA HBB.
( 8 )On August 10, 2023, the David B. H. Williams Trust received a pro rata distribution of Class B shares from Rankin Associates II, L.P. ("RA II") in the amount of 13,273 shares. On March 12, 2024, the David B. H. Williams Trust contributed those 13,272 Class B shares to RA HBB. The Reporting Person is the trustee of the David B. H. Williams Trust, which is a is a limited partner of RA II and RA HBB.

Remarks:
Exhibit 24.1 - Power of Attorney

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