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CUSIP No. 407 01T 203 | | Schedule 13D/A | | Page 15 of 23 Pages |
Part II to Schedule 13D/A
This Amendment No. 10 to Schedule 13D (this “Amendment No. 10”) 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 certain signatories to the Stockholders’ Agreement, dated as of September 29, 2017, as amended February 24, 2020, as further amended December 21, 2020 and as further amended February 11, 2022, among the stockholders party thereto and the Issuer, that appeared in the Schedule 13D filed by the Reporting Persons on October 6, 2017 (the “Initial Filing”), as amended on February 14, 2018 (“Amendment No. 1”), as amended on February 14, 2019 (“Amendment No. 2”), as amended on February 13, 2020 (“Amendment No. 3”), as amended on February 12, 2021 (“Amendment No. 4”), as amended on February 11, 2022 (“Amendment No. 5”), as amended on June 6, 2022 (“Amendment No. 6”), as amended on February 10, 2023 (“Amendment No. 7”), as amended on August 14, 2023 (“Amendment No. 8”) and as amended on March 13, 2024 (“Amendment No. 9”, and, collectively, the “Filings”). This Amendment No. 10 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 5. | Interest in Securities of the Issuer. |
(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 3,362,311 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Stockholders’ Agreement, representing 93.3% of the outstanding Class B Common as of December 9, 2024.
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 78,855 shares of Class B Common. Mr. Rankin as trustee and beneficiary of certain trusts, shares the power to vote the 2,753,267 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 2,753,267 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 78.5% of the Class B Common outstanding as of December 9, 2024.
The statements under the heading Victoire G. Rankin, which appear in the Filings, are hereby deleted and replaced in their entirety by the following:
Victoire G. Rankin. Ms. Rankin is deemed to share the power to dispose of 2,753,267 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 (Alfred M. Rankin, Jr.) the power to vote and dispose of 78,855 shares of Class B Common owned by her spouse. Collectively, the 2,832,122 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 78.5% of the Class B Common outstanding as of December 9, 2024.
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 2,753,267 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 2,753,267 shares of Class B Common held by Rankin HBB with the other partners. Collectively, the 2,909,045 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 80.7% of the Class B Common outstanding as of December 9, 2024.