Warren G. Lichtenstein - May 2, 2023 Form 4 Insider Report for STEEL PARTNERS HOLDINGS L.P. (SPLP)

Role: Executive Chairman, Director, 10%+ Owner
Signature: By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein
Stock symbol: SPLP
Transactions as of: May 2, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/4/2023, 06:00 PM
Previous filing: Apr 4, 2023
Next filing: Jul 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SPLP	Common Units no par value	Gift	$0	-411K	-100%	$0.00^*	0	May 2, 2023	By 2020 GRAT #3	F1, F2, F6
holding	SPLP	Common Units no par value						739K	May 2, 2023	Direct	F1, F2
holding	SPLP	Common Units no par value						2.01M	May 2, 2023	By SPH SPV-I LLC	F1, F4
holding	SPLP	Common Units no par value						20K	May 2, 2023	By Son	F1, F8
holding	SPLP	Common Units no par value						5.28M	May 2, 2023	By Steel Partners, Ltd.	F1, F3
holding	SPLP	Common Units no par value						1.49M	May 2, 2023	By WGL Capital LLC	F1, F5
holding	SPLP	Common Units no par value						868K	May 2, 2023	By 2020 GRAT #4	F1, F7
holding	SPLP	6% Series A Preferred Units						417K	May 2, 2023	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

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	The Form 4 filed by the Reporting Persons on March 30, 2023 discloses ownership of 438,259 Common Units held directly by the 2020 GRAT#3 (as defined below) and 711,964 Common Units held directly by Mr. Lichtenstein. Mr. Lichtenstein is the sole trustee and sole annuitant of the 2020 GRAT#3. Since the filing of the Form 4, 27,037 Common Units held directly by the 2020 GRAT#3 were transferred to Mr. Lichtenstein.
F3	Mr. Lichtenstein, as the Chief Executive Officer of SPL, may be deemed to beneficially own the Common Units owned directly by SPL.
F4	Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV.
F5	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.
F6	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.
F7	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.
F8	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.