Sec Form 13D Filing - RANKIN ALFRED M filing for Hamilton Beach Brands Holding Co (HBB) - 2023-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Hamilton Beach Brands Holding Company

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

40701T 104

(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)

February 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 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).

- 2 -

- 3 -

- 4 -

- 5 -

- 6 -

Part II to Schedule 13D/A

This Amendment No. 2 to Schedule 13D (this “Amendment No. 2”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class A Common Stock (the “Class A Common”) of Hamilton Beach Brands Holding Company (the “Issuer”) held by Rankin Associates I, L.P., a Delaware limited partnership (“Rankin I”), that appeared in the Schedule 13D filed by the Reporting Persons on October 6, 2017 (the “Initial Filing”), as amended June 6, 2022 (the “Amendment No. 1” and, collectively with the Initial Filing and this Amendment No. 2, the “Filings”). This Amendment No. 2 reflects the beneficial ownership of shares of Class A Common by the Reporting Persons. Capitalized items used herein but not defined herein have the meanings assigned to them in the Initial Filing.

Item 5. Interest in Securities of the Issuer.

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 483,284 shares of Class A Common and shares the power to vote and dispose of 56,882 shares of Class A Common. Collectively, the 540,166 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 5.38% of the Class A Common outstanding as of December 31, 2022.

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 187,564 shares of Class A Common and shares the power to vote and dispose of 6,444 shares of Class A Common. Collectively, the 194,008 shares of Class A Common beneficially owned by Mr. Rankin constitute approximately 1.93% of the Class A Common outstanding as of December 31, 2022.

The statements under the heading Helen R. Butler which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Helen R. Butler. Ms. Butler has the sole power to vote and dispose of 158,558 shares of Class A Common and shares the power to vote and dispose of 181,843 shares of Class A Common. Collectively, the 340,401 shares of Class A Common beneficially owned by Ms. Butler constitute approximately 3.39% of the Class A Common outstanding as of December 31, 2022.

The statements under the heading Clara T. Rankin Williams which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Clara T. Rankin Williams. Ms. Williams has the sole power to vote and dispose of 181,481 shares of Class A Common and shares the power to vote and dispose of 37,439 shares of Class A Common. Collectively, the 218,920 shares of Class A Common beneficially owned by Ms. Williams constitute approximately 2.18% of the Class A Common outstanding as of December 31, 2022.

The statements under the heading Corbin K. Rankin which appear in the Filings, are hereby deleted and replaced in their entirety by the following:

Corbin K. Rankin. Ms. Rankin has the sole power to vote and dispose of 6,444 shares of Class A Common and shares the power to vote and dispose of 187,564 shares of Class A Common. Collectively, 194,008 shares of Class A Common beneficially owned by Ms. Rankin constitute approximately 1.93% of the Class A Common outstanding as of December 31, 2022.

[Signatures begin on the next page.]

[The remainder of this page was intentionally left blank.]

- 7 -

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: February 10, 2023

- 8 -

- 9 -