Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)
............................................................
Hamilton Beach Brands Holding Co.
(Name of Issuer)
............................................................
Common Stock Class A
(Title of Class of Securities)
............................................................
40701T104
(CUSIP Number)
............................................................
DECEMBER 31, 2019
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
|X| Rule 13-d-1(b)
Rule 13-d-1(c)
Rule 13-d-1(d)
*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 the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 40701T104 Schedule 13G
1. Name of reporting persons
ZUCKERMAN INVESTMENT GROUP, LLC
2. Check the appropriate box if a member
of a Group (see instructions)
N/A
(a) [ ]
(b) [ ]
3. SEC use only_________________________
4. Citizenship or place of organization
DELAWARE
-------------
Number of 5. Sole voting power 0
shares
beneficially 6. Shared voting power 994,351
owned
by each 7. Sole dispositive power 0
reporting
person with: 8. Shared dispositive power 994,351
9. Aggregate amount beneficially owned by 994,351
each reporting person
10. Check if the aggregate amount in Row N/A
(9) excludes certain shares (see
instructions)
11. Percent of class represented by amount 10.9%
in Row (9)
12. Type of reporting person (see IA/OO
instructions)
CUSIP No. 40701T104 Schedule 13G
1. Name of reporting persons
ZIG HOLDING, LLC
2. Check the appropriate box if a member
of a Group (see instructions)
N/A
(a) [ ]
(b) [ ]
3. SEC use only_________________________
4. Citizenship or place of organization
ILLINOIS
-------------
Number of 5. Sole voting power 0
shares
beneficially 6. Shared voting power 994,351
owned
by each 7. Sole dispositive power 0
reporting
person with: 8. Shared dispositive power 994,351
9. Aggregate amount beneficially owned by 994,351
each reporting person
10. Check if the aggregate amount in Row N/A
(9) excludes certain shares (see
instructions)
11. Percent of class represented by amount 10.9%
in Row (9)
12. Type of reporting person (see HC/OO
instructions)
CUSIP No. 40701T104 Schedule 13G
1. Name of reporting persons
SHERWIN A. ZUCKERMAN
2. Check the appropriate box if a member
of a Group (see instructions)
N/A
(a) [ ]
(b) [ ]
3. SEC use only_________________________
4. Citizenship or place of organization
UNITED STATES
-------------
Number of 5. Sole voting power 0
shares
beneficially 6. Shared voting power 994,351
owned
by each 7. Sole dispositive power 0
reporting
person with: 8. Shared dispositive power 994,351
9. Aggregate amount beneficially owned by 994,351
each reporting person
10. Check if the aggregate amount in Row N/A
(9) excludes certain shares (see
instructions)
11. Percent of class represented by amount 10.9%
in Row (9)
12. Type of reporting person (see HC/IN
instructions)
CUSIP No. 40701T104 Schedule 13G
1. Name of reporting persons
DANIEL R. ZUCKERMAN
2. Check the appropriate box if a member
of a Group (see instructions)
N/A
(a) [ ]
(b) [ ]
3. SEC use only_________________________
4. Citizenship or place of organization
UNITED STATES
-------------
Number of 5. Sole voting power 0
shares
beneficially 6. Shared voting power 994,351
owned
by each 7. Sole dispositive power 0
reporting
person with: 8. Shared dispositive power 994,351
9. Aggregate amount beneficially owned by 994,351
each reporting person
10. Check if the aggregate amount in Row N/A
(9) excludes certain shares (see
instructions)
11. Percent of class represented by amount 10.9%
in Row (9)
12. Type of reporting person (see HC/IN
instructions)
Item 1.
(a) Name of issuer: Hamilton Beach Brands Holding Co.
(b) Address of issuer's principal 4421 Waterfront Drive
executive offices: Glen Allen, VA 23060
Item 2.
(a) Name of person filing: ZUCKERMAN INVESTMENT GROUP, LLC
(b) Address of principal business office 155 N. WACKER DRIVE
or, if none, residence: SUITE 1700
CHICAGO, IL 60606
(c) Citizenship: DELAWARE
ZIG HOLDING, LLC
155 N. WACKER DRIVE
SUITE 1700
CHICAGO, IL 60606
ILLINOIS
SHERWIN A. ZUCKERMAN
155 N. WACKER DRIVE
SUITE 1700
CHICAGO, IL 60606
UNITED STATES
DANIEL R. ZUCKERMAN
155 N. WACKER DRIVE
SUITE 1700
CHICAGO, IL 60606
UNITED STATES
(d) Title of class of securities: COMMON STOCK CLASS A
(e) CUSIP No.: 40701T104
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Act
(c) [ ] Insurance company as defined in Section 3(a)(19)
of the Act
(d) [ ] Investment company registered under Section 8 of
the Investment Company Act of 1940
(e) [X ] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g) [X ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the
Investment Company Act of 1940
(j) [ ] A non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J)
(k) [ ] Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
Item 4. Ownership
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in
Item 1.
(a) Amount beneficially owned Incorporated by reference to Item
9 of the cover page pertaining to
each Reporting Person.
Sherwin A. Zuckerman is Chairman and Daniel R. Zuckerman is CEO of
Zuckerman Investment Group, LLC. Together they are the controlling
members of Zuckerman Investment Group, LLC, and thus may be considered
the beneficial owners of shares beneficially owned by Zuckerman Investment
Group, LLC.
(b) Percent of class Incorporated by reference to Item
11 of the cover page pertaining to
each Reporting Person.
(c) Number of shares as to which the person has:
(i) Sole power to vote or Incorporated by reference to Item
to direct the vote: 5 of the cover page pertaining to
each reporting person.
(ii) Shared power to vote or Incorporated by reference to Item
to direct the vote: 6 of the cover page pertaining to
each reporting person.
(iii) Sole power to dispose or Incorporated by reference to Item
to direct the disposition 7 of the cover page pertaining to
of: each reporting person.
(iv) Shared power to dispose or Incorporated by reference to Item
to direct the disposition 8 of the cover page pertaining to
of: each reporting person.
Item 5. Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the
following |_|
Item 6. Ownership of More than 5 Percent on Behalf of Another
Person
Owners of accounts managed by Zuckerman Investment Group, LLC have or may
have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, securities held in their accounts.
No such account has such power with respect to more than five percent of
the class of securities to which this Schedule 13G relates.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the ordinary
course of business and were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with
or as a participant in any transaction having that purpose or effect.
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.
Dated this 13th day of January, 2020
ZUCKERMAN INVESTMENT GROUP, LLC
By: /s/ Daniel R. Zuckerman
Name: Daniel R. Zuckerman
Title: CEO
ZI
G Holding, LLC
By: /s/ Daniel R. Zuckerman
Name: Daniel R. Zuckerman
Its: Manager
/s/ Sherwin A. Zuckerman
Sherwin A. Zuckerman
/s/ Daniel R. Zuckerman
Daniel R. Zuckerman
INDEX TO EXHIBITS
99.1 Joint Filing Agreement dated February 14, 2018, by and among Zuckerman
Investment Group, LLC, ZIG Holding, LLC, Sherwin A. Zuckerman and Daniel R. Zuckerman
(Incorporated herein by reference to Exhibit 99.1 to the Schedule 13G filed
with the SEC on February 14, 2018).