Page 25 of 34 – SEC Filing
| CUSIP No. 40701LT 203 | Schedule 13D | Page 25 of 34 Pages |
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Class B Common held by the Reporting Persons were acquired on September 29, 2017 when NACCO completed the spin-off of the
Issuer to NACCOs stockholders (the Spin-off). Immediately following the Spin-off, the Issuer became an independent public company.
To effect the Spin-off, NACCO made a distribution of all of the outstanding shares of the Issuers common stock held by NACCO to NACCO
common stockholders as of the record date, which was the close of business on September 26, 2017. For each share of Class A common stock of NACCO, par value $1.00 per share (the NACCO Class A Common), held on
September 26, 2017, NACCO distributed one share of Class A Common and one share of Class B Common. Similarly, for each share of Class B common stock of NACCO, par value $1.00 per share (the NACCO Class B
Common, and together with the NACCO Class A Common, the NACCO Common), held on September 26, 2017, NACCO distributed one share of Class A Common and one share of Class B Common.
NACCO stockholders were not required to pay for shares of Class A Common or Class B Common received in the Spin-off, or to surrender or
exchange shares of NACCO Class A Common or NACCO Class B Common or take any other action to receive the Class A Common or Class B Common.
Immediately after the Spin-off, holders of NACCO Class A Common and NACCO Class B Common held all of the outstanding shares of the
Class A Common and Class B Common. In connection with the Spin-off, NACCO distributed 6,836,716 shares of Class A Common and 6,836,716 shares of Class B Common to NACCO stockholders. All share ownership information with respect to the
Class A Common and the Class B Common presented in this Schedule 13D is as of immediately after the consummation of the Spin-off.
Item 4.
Purpose of Transaction.
The purpose of the formation of Rankin I and the Partners entering into and delivering the Rankin I
Partnership Agreement, and the acquisition by Rankin I of the securities that it held prior to the Spin-off, including shares of NACCO Common, was to (a) provide the Reporting Persons with a mechanism for consolidating the management of their
holdings, including shares of NACCO Common, in a manner that would allow coordinated family management of such securities and (b) to facilitate the estate planning objectives of the Reporting Persons. As a result of the Spin-off, Rankin I holds
Class A Common and Class B Common. Rankin I also (a) provides the Reporting Persons with a mechanism for consolidating the management of their holdings of Class A Common and Class B Common in a manner that would allow coordinated
family management of such Class A Common and Class B Common and (b) facilitates the estate planning objectives of the Reporting Persons.
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 472,371 shares of Class B Common, the aggregate number of shares of Class B Common which are
subject to the terms of the Rankin I Partnership Agreement, representing 6.91% of the outstanding Class B Common as of September 26, 2017.
Rankin Associates I, L.P. Rankin I may be deemed to beneficially own 472,371 shares of the Class B Common held by Rankin I. Although
Rankin I holds the 472,371 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary
beneficiaries of trusts acting as General Partners, share the power to vote such shares of Class B Common. Voting actions are determined by the General Partners owning at least a majority of the general partnership interests of Rankin I. The
Partners share with each other the power to dispose of such shares. Collectively, the 472,371 shares of Class B Common beneficially owned by Rankin I constitute approximately 6.91% of the Class B Common outstanding as of September 26, 2017.
Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 359,013 shares of Class B Common.
Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other General Partners and shares the power to dispose of the 472,371 shares of
Class B Common held by Rankin I with the other Partners, (b) as trustee and beneficiary of certain trusts,
