Page 31 of 34 – SEC Filing
| CUSIP No. 40701LT 203 | Schedule 13D | Page 31 of 34 Pages |
share the power to vote the Class A Common and Class B Common held by Rankin IV. Further, under such terms, voting actions are determined by the general partners owning at least a majority
of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of Class A Common and Class B Common held by Rankin IV. Under the
terms of the Rankin IV Partnership Agreement, Rankin IV may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the general partners holding more than 75% of the general
partnership interests in Rankin IV and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin IV (the Rankin IV Partnership Interests).
The Rankin IV Partnership Agreement restricts the transfer of Rankin IV Partnership Interests by the partners and provides the partners and
Rankin IV with a right of first refusal to acquire Rankin IV Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin IV Partnership Interests by the partners under certain circumstances. This
description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin IV Partnership Agreement.
Except as set forth above in this Schedule 13D or the exhibits hereto, none of the persons named in response to Item 2 hereof have any
contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finders fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed
as Exhibits.
| Exhibit 1 | Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002, as amended (incorporated by reference to Exhibit 2 of the Schedule 13D, as amended, related to the NACCO Class B Common, initially filed on March 27, 2002 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-38001)). | |
| Exhibit 2 | Written Consent of General Partners of Rankin Associates I, L.P., executed as of December 31, 2012 (incorporated by reference to Exhibit 8 of the Schedule 13D, as amended, related to Hyster-Yale Materials Handling, Inc. Class B common stock, initially filed on February 14, 2012 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-87003)). | |
| Exhibit 3 | Addendum to the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of October 28, 2016. | |
| Exhibit 4 | Stockholders Agreement, dated as of September 29, 2017, by and among the Issuer and the Participating Stockholders (incorporated by reference to Exhibit 10.4 of the Issuers Current Report on Form 8-K, filed on October 4, 2017 (Commission File No. 001-38214)). | |
| Exhibit 5 | Transfer Restriction Agreement, dated as of September 29, 2017, by and among the Issuer, NACCO and the signatories thereto. | |
| Exhibit 6 | Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended (incorporated by reference to Exhibit 4 of the Schedule 13D, as amended, related to the NACCO Class B Common, initially filed on February 18, 1998 by Rankin Associates II, L.P. and other persons named therein (Commission File No. 005-38001)). | |
| Exhibit 7 | Amendment No. 1 to Limited Partnership Agreement of Rankin II, L.P., dated as of December 26, 2001. | |
| Exhibit 8 | Amendment No. 2 to Limited Partnership Agreement of Rankin II, L.P., dated as of December 17, 2002. | |
