Amendment: SEC Form SCHEDULE 13D/A filed by Hamilton Beach Brands Holding Company
$HBB
Home Furnishings
Consumer Discretionary
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Hamilton Beach Brands Holding Company (Name of Issuer) |
Class B Common Stock, par value $0.01 per share (Title of Class of Securities) |
40701T203 (CUSIP Number) |
Alfred M. Rankin, Jr. 5875 Landerbrook Drive, Suite 300 Cleveland, OH, 44124-4017 (440) 449-9600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/12/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Rankin Associates HBB, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Rankin Management, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Alfred M. Rankin, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,832,122.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Helen R. Butler | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,820,762.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
John C. Butler, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,820,762.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Clara T. Rankin Williams | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
David B. Williams | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Thomas T. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,973,740.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Corbin K. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,973,740.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
82.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Matthew M. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Elizabeth B. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
James T. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Lynne T. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Thomas P. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Claiborne R. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,940,855.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
81.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Chloe O. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,940,855.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
81.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Chloe R. Seelbach | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Scott W. Seelbach | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Claiborne R. Rankin, Jr. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Julia L. Rankin Kuipers | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,817,962.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
78.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Roger F. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,066,041.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
85.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 40701T203 |
| 1 |
Name of reporting person
Alison A. Rankin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,066,041.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
85.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class B Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Hamilton Beach Brands Holding Company | |
| (c) | Address of Issuer's Principal Executive Offices:
4421 WATERFRONT DRIVE, GLEN ALLEN,
VIRGINIA
, 23060. | |
Item 1 Comment:
This Amendment No. 2 to Schedule 13D (this "Amendment No.2") is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock, par value $0.01 per share ("Class B Common"), of Hamilton Beach Brands Holding Company (the "Company") held by Rankin Associates HBB, L.P., a Delaware limited partnership ("Rankin HBB"), that appeared in the Schedule 13D filed by the Reporting Persons on March 13, 2024 (the "Initial Filing"), as amended on December 10, 2024 ("Amendment No. 1", and, collectively, the "Filings"). This Amendment No. 2 reflects the beneficial ownership of shares of Class B Common by the Reporting Persons. Capitalized terms used herein but not defined herein have the meanings assigned to them in the Filings. | ||
| Item 2. | Identity and Background | |
| (a) | The statements under the heading Thomas P. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Mr. Rankin's resident address is 666 Greenwich Street, Apt 901, New York NY 10014. He is a director at Altamar Capital Partners.
The statements under the heading Chloe R. Seelbach, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Ms. Seelbach's resident address is 3755 Som Center Road, Moreland Hills, OH 44022. She is not employed.
The statements under the heading Scott W. Seelbach, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Mr. Seelbach's resident address is 3755 Som Center Road, Moreland Hills, OH 44022. He is a private equity principal. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Filings is hereby amended by inserting at the end thereof the following:
On June 12, 2025, Alfred M. Rankin, Jr. contributed 64,695 shares of Class B Common to Rankin HBB as a capital contribution pursuant to the Second Amendment to the Limited Partnership Agreement of Rankin Associates HBB L.P., dated as of June 12, 2025. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (a)-(b) Although each Reporting Person disclaims beneficial ownership of any shares of Class B Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 2,817,962 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Rankin HBB Partnership Agreement, representing 78.4% of the outstanding Class B Common as of June 12, 2025.
The statements under the heading Rankin Associates HBB, L.P., which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Rankin Associates HBB, L.P. Rankin HBB is made up of the entities and trusts holding limited partnership interests in Rankin HBB and RMI, the general partner of Rankin HBB. Rankin HBB may be deemed to be a "group" as defined under the Act and therefore may be deemed as a group to beneficially own 2,817,962 shares of Class B Common held by Rankin HBB. Although Rankin HBB holds the 2,817,962 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other entities holding limited partnership interests in Rankin HBB. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Collectively, the 2,817,962 shares of Class B Common beneficially owned Rankin HBB constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Rankin Management, Inc., which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Rankin Management, Inc. RMI has the sole power to vote 2,817,962 shares of Class B Common held by Rankin HBB, has the sole power to dispose of 15,800 shares of Class B Common held by Rankin HBB and shares the power to dispose of 2,802,162 shares of Class B Common held by Rankin HBB. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Collectively, the 2,817,962 shares of Class B Common beneficially owned by RMI constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Alfred M. Rankin, Jr., which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 14,160 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,817,962 shares of Class B Common held by Rankin HBB with the other stockholders of RMI, as general partner of Rankin HBB, and shares the power to dispose of the 2,817,962 shares of Class B Common held by Rankin HBB with the other individuals and entities holding limited partnership interests in Rankin HBB. Collectively, the 2,832,122 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 78.7% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Helen R. Butler, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Helen R. Butler. Ms. Butler shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Butler is deemed to share with her spouse (John C. Butler, Jr.) the power to vote and dispose of 2,800 shares of Class B Common held by her spouse. Collectively, the 2,820,762 shares of Class B Common beneficially owned by Ms. Butler constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading John C. Butler, Jr., which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
John C. Butler, Jr. Mr. Butler has the sole power to vote and dispose of 2,800 shares of Class B Common. Mr. Butler shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,820,762 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Clara T. Rankin Williams, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Clara T. Rankin Williams. Ms. Williams shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Ms. Williams constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading David B. Williams, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
David B. Williams. Mr. Williams shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Mr. Williams constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Thomas T. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Thomas T. Rankin. Mr. Rankin has the sole power to vote and dispose of 155,778 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,817,962 shares of Class B Common held by Rankin HBB with the other stockholders of RMI, as general partner of Rankin HBB and shares the power to dispose of the 2,817,962 shares of Class B Common held by Rankin HBB with the other partners. Collectively, the 2,973,740 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 82.7% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Corbin K. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Corbin K. Rankin. Ms. Rankin shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Rankin is deemed to share with her spouse (Thomas T. Rankin) the power to vote and dispose of 155,778 shares of Class B Common owned by her spouse. Collectively, the 2,973,740 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 82.7% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Matthew M. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Matthew M. Rankin. Mr. Rankin shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Elizabeth B. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Elizabeth B. Rankin. Ms. Rankin shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading James T. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
James T. Rankin. Mr. Rankin is deemed the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Lynne T. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Lynne T. Rankin. Ms. Rankin shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Thomas P. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Thomas P. Rankin. Mr. Rankin shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Claiborne R. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 122,893 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,817,962 shares of Class B Common held by Rankin HBB with the other stockholders of RMI, as general partner of Rankin HBB, and shares the power to dispose of the 2,817,962 shares of Class B Common held by Rankin HBB with the other partners. Collectively, the 2,940,855 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 81.8% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Chloe O. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Chloe O. Rankin. Ms. Rankin shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Rankin is deemed to share with her spouse (Claiborne R. Rankin) the power to vote and dispose of 122,893 shares of Class B Common owned by her spouse. Collectively, the 2,940,855 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 81.8% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Chloe R. Seelbach, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Chloe R. Seelbach. Ms. Seelbach shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Ms. Seelbach constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Scott W. Seelbach, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Scott W. Seelbach. Mr. Seelbach shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Mr. Seelbach constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Claiborne R. Rankin, Jr., which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Claiborne R. Rankin, Jr. Mr. Rankin shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Julia L. Rankin Kuipers, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Julia L. Rankin Kuipers. Ms. Kuipers shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Collectively, the 2,817,962 shares of Class B Common beneficially owned by Ms. Kuipers constitute approximately 78.4% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Roger F. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 248,079 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,817,962 shares of Class B Common held by Rankin HBB with the other stockholders of RMI, as general partner of Rankin HBB, and shares the power to dispose of the 2,817,962 shares of Class B Common held by Rankin HBB with the other partners. Collectively, the 3,066,041 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 85.3% of the Class B Common outstanding as of June 12, 2025.
The statements under the heading Alison A. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Alison A. Rankin. Ms. Rankin shares the power to dispose of 2,817,962 shares of Class B Common held by Rankin HBB with the general partner and other limited partners of Rankin HBB. Ms. Rankin is deemed to share with her spouse (Roger F. Rankin) the power to vote and dispose of 248,079 shares of Class B Common owned by her spouse. Collectively, the 3,066,041 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 85.3% of the Class B Common outstanding as of June 12, 2025.
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| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information provided with respect to the Rankin HBB Partnership Agreement under the heading Rankin Associates HBB, L.P., which appears in the Filings, is hereby amended by inserting at the end thereof the following:
Rankin Associates HBB, L.P.
Effective June 12, 2025, the Rankin HBB Partnership Agreement was amended to reflect an additional capital contribution to Rankin HBB by one of the Reporting Persons. A copy of the Second Amendment to the Limited Partnership Agreement of Rankin Associates HBB, L.P. is attached hereto as Exhibit 10 and is incorporated herein in its entirety.
The information provided with respect to the Stockholders' Agreement under the heading Stockholders' Agreement, which appears in the Filings, is hereby amended by inserting at the end thereof the following:
Stockholders' Agreement
Effective June 12, 2025, the Issuer and each of the Participating Stockholders executed and delivered an Amendment to the Stockholders' Agreement amending the Stockholders' Agreement to remove certain Participating Stockholders under the Stockholders' Agreement. A copy of the Amendment to the Stockholders' Agreement is attached hereto as Exhibit 11 and is incorporated herein in its entirety. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 10: Second Amendment to Limited Partnership Agreement of Rankin Associates HBB, L.P., dated as of June 12, 2025.
Exhibit 11: Amendment to Stockholders' Agreement, dated as of June 12, 2025, by and between the Depository, the Company and the Participating Stockholders. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Comments accompanying signature:
(1) On behalf of himself and as: Attorney-in-Fact for Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor*; Attorney-in-Fact for Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor*; Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin*; Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin*; Attorney-in-Fact for 2012 Alison A. Rankin Trust*; Attorney-in-Fact for 2012 Chloe O. Rankin Trust*; Attorney-in-Fact for 2012 Corbin K. Rankin Trust*; Attorney-in-Fact for 2012 Helen R. Butler Trust*; Attorney-in-Fact for 2012 Clara R. Williams Trust*; Attorney-in-Fact for BTR 2012 GST Trust for Helen R. Butler*; Attorney-in-Fact for BTR 2012 GST Trust for Clara R. Williams*; Attorney-in-Fact for BTR 2012 GST Trust for Matthew M. Rankin*; Attorney-in-Fact for BTR 2012 GST Trust for James T. Rankin*; Attorney-in-Fact for BTR 2012 GST Trust for Thomas P. Rankin GST Trust*; Attorney-in-Fact for BTR 2012 GST Trust for Chloe R. Seelbach*; Attorney-in-Fact for BTR 2012 GST Trust for Claiborne R. Rankin, Jr.*; Attorney-in-Fact for BTR 2012 GST Trust for Julia R. Kuipers*; Attorney-in-Fact for BTR 2012 GST Trust for Anne F. Rankin*; Attorney-in-Fact for BTR 2012 GST Trust for Elisabeth M. Rankin*; Attorney-in-Fact for BTR 2020 GST Trust for Helen R. Butler*; Attorney-in-Fact for BTR 2020 GST Trust for Clara R. Williams*; Attorney-in-Fact for BTR 2020 GST Trust for Matthew M. Rankin*; Attorney-in-Fact for BTR 2020 GST Trust for James T. Rankin*; Attorney-in-Fact for BTR 2020 GST Trust for Thomas P.K. Rankin*; Attorney-in-Fact for BTR 2020 GST Trust for Chloe R. Seelbach*; Attorney-in-Fact for BTR 2020 GST Trust for Claiborne R. Rankin, Jr.*; Attorney-in-Fact for BTR 2020 GST Trust for Julia R. Kuipers*; Attorney-in-Fact for BTR 2020 GST Trust for Anne F. Rankin*; Attorney-in-Fact for BTR 2020 GST Trust for Elisabeth M. Rankin*; Attorney-in-Fact for HRB 2020 GST Trust for Clara R. Butler*; Attorney-in-Fact for HRB 2020 GST Trust for Griffin B. Butler*; Attorney-in-Fact for JCB 2020 GST Trust for Clara R. Butler*; Attorney-in-Fact for JCB 2020 GST Trust for Griffin B. Butler*; Attorney-in-Fact for CRW 2020 GST Trust for Margo J. V. Williams*; Attorney-in-Fact for CRW 2020 GST Trust for Helen C. Williams*. *The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 1. |