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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 35)¹

Handy & Harman Ltd.

(Name
of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

410315105

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

October 12, 2017

(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
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

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).

The following constitutes
Amendment No. 35 to the Schedule 13D filed by the undersigned (“Amendment No. 35”). This Amendment No. 35 amends the
Schedule 13D as specifically set forth herein.

Items 1, 3 and 4 are hereby amended to add the
following:

As previously disclosed,
on June 26, 2017, Steel Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Handy Acquisition
Co., a wholly owned subsidiary of Steel Holdings (“Merger Sub”), and the Issuer pursuant to which, among other things,
Steel Holdings and Merger Sub agreed to make an offer (the “Offer”) to exchange, for each outstanding Share of the
Issuer not already owned by Steel Holdings or any entity that is an affiliate of Steel Holdings, 1.484 6.0% Series A preferred
units, no par value (the “Preferred Units”), of Steel Holdings (the “Transaction Consideration”). On September
13, 2017, Steel Holdings and Merger Sub commenced the Offer.

The Offer expired
as scheduled at 12:00 midnight, New York City time, at the end of October 11, 2017. All conditions to the Offer having been satisfied,
on October 12, 2017, Merger Sub accepted for payment all Shares that were validly tendered and not validly withdrawn pursuant to
the Offer, including the 298,624 Shares owned directly by Warren G. Lichtenstein, the 191,305 Shares owned directly by Jack L.
Howard, the 57,642 Shares owned directly by EMH Howard, LLC and 2,958 Shares owned directly by Douglas B. Woodworth.

On October 12,
2017, pursuant to the terms of the Merger Agreement and Section 251(h) of the General Corporation Law of the State of Delaware,
Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as an indirect, wholly
owned subsidiary of Steel Holdings (the “Merger”).

At the effective
time of the Merger (the “Effective Time”) and pursuant to the terms and conditions of the Merger Agreement, (a) each
Share issued and outstanding immediately prior to the Effective Time (other than Shares held by the Issuer or any of its subsidiaries,
Steel Holdings, Merger Sub or any other subsidiary of Steel Holdings, or held by stockholders who have properly and validly perfected
their statutory rights of appraisal in respect of such Shares under Delaware law) was cancelled and converted into the right to
receive the Transaction Consideration, without interest and subject to any required tax withholding, (b) each unvested restricted
Share of the Issuer, including 2,429 unvested restricted Shares owned directly by Douglas B. Woodworth, became fully vested and,
by virtue of the Merger, was automatically cancelled, and the holder thereof will receive, as soon as reasonably practicable following
the Effective Time, the Transaction Consideration, and (c) each Share held in the treasury of the Issuer or owned directly by the
Issuer, any subsidiary of the Issuer, Steel Holdings, Merger Sub or any other subsidiary of Merger Sub was automatically cancelled
and retired, except that each Share owned directly by SPHG Holdings remained outstanding and represents equity interests in the
Issuer, as the surviving corporation. As a result, immediately after the Effective Time, SPHG Holdings owned 100% of the issued
and outstanding Shares. The Shares will be delisted from the Nasdaq Capital Market and deregistered under the Securities Exchange
Act of 1934, as amended.

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.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.