SEC Form SC 13D/A filed by Hamilton Beach Brands Holding Company (Amendment)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)

 

 

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, Ohio 44124-4017

(440) 449-9600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 10, 2023

(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. ☐

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

 

 

 

1		NAME OF REPORTING PERSONS   I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)      Rankin Associates II, L.P.     34-1856999
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*   (a)  ☐        (b)  ☒
3		SEC USE ONLY
4		SOURCE OF FUNDS*     OO – See Item 3
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION     Delaware

NUMBER OF SHARES  BENEFICIALLY  OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER     0
				8		SHARED VOTING POWER     0
				9		SOLE DISPOSITIVE POWER     0
				10		SHARED DISPOSITIVE POWER     0

11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON     0
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*     ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)     0.00%
14		TYPE OF REPORTING PERSON*     PN

 

 

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Part II to Schedule 13D/A

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock, par value $1.00 per share (the “Class B Common”), of Hamilton Beach Brands Holding Company (the “Issuer”) held by Rankin Associates II, L.P., a Delaware limited partnership (“Rankin II”), that appeared in the Schedule 13D filed by the Reporting Persons on February 14, 2018 (the “Initial Filing”), as amended on February 12, 2021 (“Amendment No. 1”), as amended on February 11, 2022 (“Amendment No. 2”), as amended on June 6, 2022 (“Amendment No. 3”) and as amended on February 10, 2023 ( “Amendment No. 4” and, collectively with Initial Filing, Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Filings”). Capitalized items used herein but not defined herein have the meanings assigned to them in the Initial Filing. This Amendment No. 5 is the final amendment to the Initial Filing and therefore constitutes an “exit filing” for the group formed by Rankin II.

Item 4. Purpose of Transaction.

The information provided in the Filings with respect to Item 4 is hereby supplemented as follows:

On August 10, 2023, Rankin II distributed 676,590 shares of Class B Common to the Partners, which distribution was made on a pro-rata basis for no additional consideration in accordance with the Rankin II Partnership Agreement. As a result of the distribution, as of August 10, 2023, Rankin II ceased to beneficially own more than five percent of the Class B Common.

Item 5. Interest in Securities of the Issuer.

The information provided in the Filings with respect to Item 5 is hereby supplemented as follows:

(a)—(b) On August 10, 2023, Rankin II distributed 676,590 shares of Class B Common to the Partners, which distribution was made on a pro-rata basis for no additional consideration in accordance with the Rankin II Partnership Agreement. As a result of the distribution, as of August 10, 2023, Rankin II no longer holds any shares of the Class B Common.

(e) On August 10, 2023, Rankin II ceased to be the beneficial owner of more than five percent of the Class B Common. Accordingly, this Amendment No. 5 is the final amendment to the Initial Filing and is an exit filing for the group formed by Rankin II.

[Signatures begin on the next page.]

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SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: August 14, 2023

 

 

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*	The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 21.

 

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