| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SPLP | Common Units no par value | Other | -53.4K | -2.59% | 2.01M | Mar 28, 2023 | By SPH SPV-I LLC | F1, F2, F3, F5 | ||
| transaction | SPLP | Common Units no par value | Other | +20K | 20K | Mar 28, 2023 | By Son | F1, F10, F11 | |||
| holding | SPLP | Common Units no par value | 712K | Mar 28, 2023 | Direct | F1 | |||||
| holding | SPLP | Common Units no par value | 5.28M | Mar 28, 2023 | By Steel Partners, Ltd. | F1, F4, F9 | |||||
| holding | SPLP | Common Units no par value | 1.49M | Mar 28, 2023 | By WGL Capital LLC | F1, F6, F9 | |||||
| holding | SPLP | Common Units no par value | 438K | Mar 28, 2023 | By 2020 GRAT #3 | F1, F7 | |||||
| holding | SPLP | Common Units no par value | 868K | Mar 28, 2023 | By 2020 GRAT #4 | F1, F8 | |||||
| holding | SPLP | 6% Series A Preferred Units | 417K | Mar 28, 2023 | Direct | F1 |
| Id | Content |
|---|---|
| F1 | This Form 4 is filed jointly by WGL Capital LLC ("WGL"), Steel Partners, Ltd. ("SPL"), SPH SPV-I LLC ("SPH SPV") and Warren G. Lichtenstein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding Common Units. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein. |
| F2 | Represents a distribution of Common Units from SPH SPV to members of SPH SPV. |
| F3 | Consists entirely of Common Units as a result of the conversion of all 200,253 Class C Common Units held by SPH SPV into Common Units. |
| F4 | Mr. Lichtenstein, as the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by SPL. |
| F5 | Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV. |
| F6 | SPL, as the sole Member of WGL, and Mr. Lichtenstein, as the Manager of WGL and the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by WGL. |
| F7 | Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#3"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#3, may be deemed to beneficially own the Common Units held by the 2020 GRAT#3. |
| F8 | Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#4"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#4, may be deemed to beneficially own the Common Units held by the 2020 GRAT#4. |
| F9 | The Form 4 filed by the Reporting Persons on March 23, 2023 discloses ownership of 5,794,428 Common Units held directly by SPL and 970,000 Common Units held directly by WGL. Since the filing of the Form 4, 515,000 Common Units held by SPL were transferred to WGL, of which SPL is the sole Member, resulting in SPL beneficially owning such Common Units indirectly instead of directly. Such transfer was exempt from Section 16 pursuant to Rule 16a-13 under the Securities Exchange Act of 1934, as amended, or otherwise. |
| F10 | Represents a distribution of Common Units from SPH SPV to Mr. Lichtenstein's son who is a member of SPH SPV. |
| F11 | Mr. Lichtenstein disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Mr. Lichtenstein is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |