13D Filing: Steel Partners and Handy & Harman Ltd. (HNH)

In connection with
the consummation of the Merger, Warren G. Lichtenstein, Jack L. Howard and Douglas B. Woodworth, the directors and officers of
Merger Sub immediately prior to the Effective Time of the Merger, became the directors and officers of the Issuer, each to hold
office in accordance with the amended and restated certificate of incorporation and bylaws of the Issuer until their respective
successors are duly elected or appointed and qualified.  Accordingly, as of the Effective Time, each of Patrick A. DeMarco,
Robert Frankfurt, John H. McNamara, Jr., Garen W. Smith and Jeffrey A. Svoboda ceased to serve as a director of the Issuer.

In addition, in
connection with the consummation of the Merger, (a) the Issuer’s certificate of incorporation was amended and restated to
be in the form prescribed by the Merger Agreement, and (b) the Issuer’s bylaws were amended and restated in their entirety
to conform to the bylaws of Merger Sub in effect immediately prior to the Effective Time.

The aggregate Transaction
Consideration paid by Steel Holdings in the Offer and Merger was $135,800,000 (based on a liquidation preference of $25.00 per
Preferred Unit) or $111,899,200 (based on the trading price of $20.60 per Preferred Unit as of the end of trading on October 11,
2017), without giving effect to related transaction fees and expenses.

Items 5(a) and (c) are hereby amended and restated
to read as follows:

(a)       SPHG
Holdings owned directly 8,560,592 Shares, constituting 100% of the issued and outstanding Shares, as of the date hereof. By virtue
of their relationships with SPHG Holdings discussed in further detail in Item 2, each of Steel Holdings, SPHG and Steel Holdings
GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings. As a result of the Offer and Merger, no other
Reporting Person nor any individual listed on Schedule A beneficially owns any Shares.

(c)       Except
for the transactions relating to the consummation of the Offer and Merger described above, there have been no transactions by the
Reporting Persons in the securities of the Issuer during the past 60 days.