Sec Form 13D Filing - RANKIN ALFRED M filing for Hamilton Beach Brands Holding Co (HBB) - 2024-12-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Hamilton Beach Brands Holding Company

(Name of Issuer)

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

407 01T 203

(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)

December 7, 2024

(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. ☐

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).

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Part II to Schedule D/A

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) 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 Rankin Associates HBB, L.P., a Delaware limited partnership (“Rankin HBB”), that appeared in the Schedule 13D filed by the Reporting Persons on March 13, 2024 (the “Initial Filing”), (together with Amendment No. 1 the “Filings”). This Amendment No. 1 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 Initial Filing.

(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 2,753,267 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Rankin HBB Partnership Agreement, representing 76.4% of the outstanding Class B Common as of December 9, 2024.

The statements under the heading Alfred M. Rankin, Jr., which appear in the Initial Filing, are hereby deleted and replaced in its 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 Thomas T. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in its 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.

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

Corbin K. Rankin. Ms. Rankin shares 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 (Thomas T. Rankin) the power to vote and dispose of 155,778 shares of Class B Common owned by her spouse. Collectively, the 2,909,045 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 80.7% of the Class B Common outstanding as of December 9, 2024.

The statements under the heading Claiborne R. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in its entirety by the following:

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 122,893 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 2,876,160 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 79.8% of the Class B Common outstanding as of December 9, 2024.

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The statements under the heading Chloe O. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in its entirety by the following:

Chloe O. Rankin. Ms. Rankin shares 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 (Claiborne R. Rankin) the power to vote and dispose of 122,893 shares of Class B Common owned by her spouse. Collectively, the 2,876,160 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 79.8% of the Class B Common outstanding as of December 9, 2024.

The statements under the heading Roger F. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in its entirety by th e following:

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 248,079 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 3,001,346 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 83.2% of the Class B Common outstanding as of December 9, 2024.

The statements under the heading Alison A. Rankin, which appear in the Initial Filing, are hereby deleted and replaced in its entirety by the following:

Alison A. Rankin. Ms. Rankin shares 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 (Roger F. Rankin) the power to vote and dispose of 248,079 shares of Class B Common owned by her spouse. Collectively, the 3,001,346 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 83.2% of the Class B Common outstanding as of December 9, 2024.

The information provided with respect to the Rankin HBB Partnership Agreement under the heading Rankin Associates HBB, L.P., which appears in the Initial Filing, is hereby amended by inserting at the end thereof the following:

Rankin Associates HBB, L.P.

Effective December 7, 2024, the Rankin HBB Partnership Agreement was amended to add additional limited partners to Rankin Associates HBB. A copy of the Amendment to the Rankin HBB Partnership Agreement is attached hereto as Exhibit 9 and is incorporated herein in its entirety.

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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: December 10, 2024

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