Hamilton Beach Brands Holding (HBB) Form 4 Hamilton Beach Brands Holding / DAVID B WILLIAMS ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WILLIAMS DAVID B

(Last) (First) (Middle)

4421 WATERFRONT DRIVE

(Street)

GLEN ALLEN VA 23060

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)							(1)	(1)	Class A Common Stock	60,254		60,254	I	Reporting Person serves as Trustee of CRW 2020 GST for the benefit of Helen C. Williams(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	60,254		60,254	I	Reporting Person serves as Trustee of CRW 2020 GST for the benefit of Margo J.V. Williams(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	60,254		60,254	I	Spouse serves as Trustee of HRB 2020 GST for the benefit of Clara R. Butler(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	60,254		60,254	I	Spouse serves as Trustee of HRB 2020 GST for the benefit of Griffin B. Butler(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	20,096		20,096	I	Spouse serves as Trustee of BTR 2020 GST for the benefit of the Reporting Person's spouse
Class B Common Stock	(1)	08/10/2023		J(3)		52,322		(1)	(1)	Class A Common Stock	52,322	$0	52,322	I	Held by Trust for the benefit of spouse(2)
Class B Common Stock	(1)	08/10/2023		J(4)		19,150		(1)	(1)	Class A Common Stock	19,150	$0	19,150	I	Reporting Person is Trustee of a Trust for the benefit of minor child, Margo JV Williams(2)
Class B Common Stock	(1)	08/10/2023		J(5)		21,900		(1)	(1)	Class A Common Stock	21,900	$0	21,900	I	Reporting Person is Trustee of a Trust for the benefit of minor child, Helen Charles Williams(2)
Class B Common Stock	(1)	08/10/2023		J(3)		85,056		(1)	(1)	Class A Common Stock	85,056	$0	137,378	I	Held by Trust for the benefit of spouse(2)

Explanation of Responses:

1. N/A

2. Reporting Person disclaims beneficial ownership of all such shares.

3. Pro rata distributions of Class B shares from Rankin Associates I, L.P. ("RA I") and Rankin Associates IV, L.P. ("RA IV") in the amounts of 52,322 shares and 85,056 shares, respectively. The Reporting Person's spouse is the trustee of trusts that are limited partners in each of RA I and RA IV.

4. Pro rata distributions of Class B shares from Ranking Associates II, L.P. ("RA II") in the amount of 19,150 shares. The Reporting Person is the trustee of a trust that is a limited partner in RA II.

5. Pro rata distributions of Class B shares from RA II in the amount of 21,900 shares. The Reporting Person is the trustee of a trust that is a limited partner in RA II.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Brent A. Ashley, attorney-in-fact	08/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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