Rankin Roger F Form 4 Hamilton Beach Brands Holding / ROGER F RANKIN 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^*

RANKIN ROGER F

(Last)

(First)

(Middle)

4421 WATERFRONT DRIVE

(Street)

GLEN ALLEN

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)
06/03/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/03/2022		J⁽¹⁾		3,933	A	⁽²⁾	8,841	I	Spouse is Co-Trustee for the benefit of Reporting Person's daughter⁽³⁾
Class A Common Stock	06/03/2022		J⁽¹⁾		2,046	A	⁽²⁾	5,067	I	Spouse is Co-Trustee for the benefit of Reporting Person's daughter
Class A Common Stock	06/03/2022		J⁽¹⁾		200	A	⁽²⁾	400	I	Reporting Person serves as Trustee for the benefit of A. Farnham Rankin
Class A Common Stock	06/03/2022		J⁽¹⁾		200	A	⁽²⁾	400	I	Reporting Person serves as Trustee for the benefit of Elisabeth M. Rankin
Class A Common Stock	06/03/2022		J⁽⁴⁾		10,048	D	⁽²⁾	456	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Elisabeth M. Rankin
Class A Common Stock	06/03/2022		J⁽⁴⁾		10,048	D	⁽²⁾	456	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Anne F. Rankin
Class A Common Stock	06/03/2022		J⁽¹⁾		6,613	A	⁽²⁾	13,226	I	Spouse serves as Trustee of a Trust for the benefit of Alison Rankin⁽³⁾
Class A Common Stock	06/03/2022		J⁽¹⁾		10,187	A	⁽²⁾	214,032	I	Reporting Person serves as Trustee of a Trust for the benefit of Roger F. Rankin
Class A Common Stock	06/03/2022		J⁽⁴⁾		21,682	D	⁽²⁾	0	I	Daughter's proportionate limited partnership interest in shares held by RA II, L.P. held in trust⁽³⁾
Class A Common Stock	06/03/2022		J⁽⁴⁾		19,793	D	⁽²⁾	0	I	Daughter's proportionate limited partnership interest in shares held by RA II, L.P. held in trust⁽³⁾
Class A Common Stock	06/03/2022		J⁽⁴⁾		25	D	⁽²⁾	0	I	Proportionate general partnership interest in shares of Rankin Associates IV, L.P.
Class A Common Stock	06/03/2022		J⁽⁴⁾		2,000	D	⁽²⁾	0	I	Proportionate general partnership interest shares held by Rankin Associates I, L.P.
Class A Common Stock	06/03/2022		J⁽⁴⁾		2,808	D	⁽²⁾	0	I	Proportionate limited partnership interest in shares held by Rankin Associates I, L.P
Class A Common Stock	06/03/2022		J⁽⁴⁾		85,056	D	⁽²⁾	0	I	Spouse's proportionate limited partnership interest in shares held by RA IV, L.P. held in trust
Class A Common Stock	06/03/2022		J⁽¹⁾		32,395	D	⁽²⁾	0	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates II, L.P⁽³⁾
Class A Common Stock	06/03/2022		J⁽⁴⁾		75,504	D	⁽²⁾	0	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates I, L.P.⁽³⁾
Class A Common Stock	06/03/2022		J⁽⁴⁾		1,975	D	⁽²⁾	0	I	Proportionate LP interest in shares of RA II, LP held by Rankin Management Inc. as general partner
Class A Common Stock	06/03/2022		J⁽⁴⁾		9,431	D	⁽²⁾	0	I	Reporting Person serves as Trustee of BTR 2012 GST for the benefit of A. Farnham Rankin
Class A Common Stock	06/03/2022		J⁽⁴⁾		9,431	D	⁽²⁾	0	I	Reporting Person serves as Trustee of BTR 2012 GST for the benefit of Elisabeth M. Rankin
Class A Common Stock	06/03/2022		J⁽¹⁾		324	A	⁽²⁾	780	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Anne F. Rankin
Class A Common Stock	06/03/2022		J⁽¹⁾		324	A	⁽²⁾	780	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Elisabeth M. Rankin

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾			3,933	⁽²⁾	⁽²⁾	Class A Common Stock	3,933	⁽²⁾	0	I	Spouse is Co-Trustee for the benefit of Reporting Person's daughter
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾			2,046	⁽²⁾	⁽²⁾	Class A Common Stock	2,046	⁽²⁾	0	I	Spouse is Co-Trustee for the benefit of Reporting Person's daughter⁽³⁾
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾			200	⁽²⁾	⁽²⁾	Class A Common Stock	200	⁽²⁾	0	I	Reporting Person serves as Trustee for the benefit of A. Farnham Rankin
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾			200	⁽²⁾	⁽²⁾	Class A Common Stock	200	⁽²⁾	0	I	Reporting Person serves as Trustee for the benefit of Elisabeth M. Rankin
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		10,048		⁽²⁾	⁽²⁾	Class A Common Stock	10,048	⁽²⁾	20,421	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Elisabeth M. Rankin
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		10,048		⁽²⁾	⁽²⁾	Class A Common Stock	10,048	⁽²⁾	20,421	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Anne F. Rankin
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾			6,613	⁽²⁾	⁽²⁾	Class A Common Stock	6,613	⁽²⁾	0	I	Spouse serves as Trustee of a Trust for the benefit of Alison Rankin⁽³⁾
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾			10,187	⁽²⁾	⁽²⁾	Class A Common Stock	10,187	⁽²⁾	183,399	I	Reporting Person serves as Trustee of a Trust for the benefit of Roger F. Rankin
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		21,682		⁽²⁾	⁽²⁾	Class A Common Stock	21,682	⁽²⁾	43,364	I	Daughter's proportionate limited partnership interest in shares held by RA II, L.P. held in trust⁽³⁾
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		19,793		⁽²⁾	⁽²⁾	Class A Common Stock	19,793	⁽²⁾	39,586	I	Daughter's proportionate limited partnership interest in shares held by RA II, L.P. held in trust⁽³⁾
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		25		⁽²⁾	⁽²⁾	Class A Common Stock	25	⁽²⁾	50	I	Proportionate general partnership interest in shares of Rankin Associates IV, L.P.
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		2,000		⁽²⁾	⁽²⁾	Class A Common Stock	2,000	⁽²⁾	4,000	I	Proportionate general partnership interest shares held by Rankin Associates I, L.P
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		2,808		⁽²⁾	⁽²⁾	Class A Common Stock	2,808	⁽²⁾	5,616	I	Proportionate limited partnership interest in shares held by Rankin Associates I, L.P
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		85,056		⁽²⁾	⁽²⁾	Class A Common Stock	85,056	⁽²⁾	170,112	I	Spouse's proportionate limited partnership interest in shares held by RA IV, L.P. held in trust
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾		32,395		⁽²⁾	⁽²⁾	Class A Common Stock	32,395	⁽²⁾	64,790	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates II, L.P⁽³⁾
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		75,504		⁽²⁾	⁽²⁾	Class A Common Stock	75,504	⁽²⁾	151,008	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates I, L.P.⁽³⁾
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		1,975		⁽²⁾	⁽²⁾	Class A Common Stock	1,975	⁽²⁾	3,950	I	Proportionate interest in shares held by Rankin Management, Inc. as general partner
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		9,431		⁽²⁾	⁽²⁾	Class A Common Stock	9,431	⁽²⁾	18,862	I	Reporting Person serves as Trustee of BTR 2012 GST for the benefit of A. Farnham Rankin
Class B Common Stock	⁽²⁾	06/03/2022		J⁽⁴⁾		9,431		⁽²⁾	⁽²⁾	Class A Common Stock	9,431	⁽²⁾	18,862	I	Reporting Person serves as Trustee of BTR 2012 GST for the benefit of Elisabeth M. Rankin
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾			324	⁽²⁾	⁽²⁾	Class A Common Stock	324	⁽²⁾	20,097	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Anne F. Rankin
Class B Common Stock	⁽²⁾	06/03/2022		J⁽¹⁾			324	⁽²⁾	⁽²⁾	Class A Common Stock	324	⁽²⁾	20,097	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Elisabeth M. Rankin

Explanation of Responses:

1. Class B shares were exchanged for Class A shares pursuant to the terms of the Stockholders' Agreement dated September 29, 2017, as amended.

2. N/A

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

4. Class A shares were exchanged for Class B shares pursuant to the terms of the Stockholders' Agreement dated September 29, 2017, as amended.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Lawrence K. Workman, Jr., attorney-in-fact	06/06/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Rankin Roger F Form 4Hamilton Beach Brands Holding / ROGER F RANKIN ownership change