UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Hyster-Yale Materials Handling, Inc.
(Name of Issuer)
Class B Common Stock, par value $0.01 per share
(Title and Class of Securities)
449172204
(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)
February 2016
(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.
| * | 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).
SCHEDULE 13D
| CUSIP No. 449172204 | Page 2 of 5 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Alfred M. Rankin, Jr. | |||||
| 2 | Check the appropriate box if a member of a group*
(a) ¨ (b) x | |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds*
OO – See Item 3 | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| 6 | Citizenship or place of organization
USA | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
247,153 | ||||
| 8 | Shared voting power
1,400,920 | |||||
| 9 | Sole dispositive power
247,153 | |||||
| 10 | Shared dispositive power
1,400,920 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
1,648,073 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares*
¨ | |||||
| 13 | Percent of class represented by amount in Row (11)
41.8% | |||||
| 14 | Type of reporting person*
IN | |||||
SCHEDULE 13D
| CUSIP No. 449172204 | Page 3 of 5 Pages |
| 1 | Names of reporting persons I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Clara T. Rankin Williams (f/k/a Clara T. Rankin) | |||||
| 2 | Check the appropriate box if a member of a group*
(a) ¨ (b) x | |||||
| 3 | SEC use only
| |||||
| 4 | Source of funds*
OO – See Item 3 | |||||
| 5 | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
| 6 | Citizenship or place of organization
USA | |||||
| Number of shares beneficially owned by each reporting person with
|
7 | Sole voting power
58,586 | ||||
| 8 | Shared voting power
0 | |||||
| 9 | Sole dispositive power
58,586 | |||||
| 10 | Shared dispositive power
1,352,293 | |||||
| 11 |
Aggregate amount beneficially owned by each reporting person
1,410,879 | |||||
| 12 | Check box if the aggregate amount in Row (11) excludes certain shares*
¨ | |||||
| 13 | Percent of class represented by amount in Row (11)
35.8% | |||||
| 14 | Type of reporting person*
IN | |||||
SCHEDULE 13D
| CUSIP No. 449172204 | Page 4 of 5 Pages |
Part II to Schedule 13D
This Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) is hereby filed to update and supplement certain information with respect to beneficial ownership of shares of Class B Common Stock (“Class B Common”) of Hyster-Yale Materials Handling, Inc. (the “Issuer”) held by Rankin Associates IV, L.P., a Delaware limited partnership, that appeared in the Schedule 13D filed by the Reporting Persons on February 14, 2013 (the “Initial Filing”), as amended by Amendment No. 1 filed on February 14, 2014 (“Amendment No. 1”) and as further amended by Amendment No. 2 filed on February 17, 2015 (together with the Initial Filing and Amendment No. 1, the “Filings”). This Amendment No. 3 (a) updates certain information with respect to certain Reporting Persons under the Filings and (b) reflects the acquisition and/or disposition of shares of Class B Common by certain Reporting Persons. Capitalized items used herein but not defined herein have the meanings assigned to them in the Filings.
| Item 2. | Identity and Background. |
The statements under the heading Clara L. T. Rankin are hereby deleted in their entirety.
| Item 5. | Interest in Securities of the Issuer. |
The statements under the heading Alfred M. Rankin Jr. are hereby deleted and replaced in their entirety by the following:
Alfred M. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 247,153 shares of Class B Common and shares the power to vote and dispose of 1,400,920 shares of Class B Common. Collectively, the 1,648,073 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 41.8% of the Class B Common outstanding as of December 31, 2015.
The statements under the heading Clara T. Rankin Williams are hereby deleted and replaced in their entirety by the following:
Clara T. Rankin Williams. Ms. Williams has the sole power to vote and dispose of 58,586 shares of Class B Common and shares the power to dispose of 1,352,293 shares of Class B Common. Collectively, the 1,410,879 shares of Class B Common beneficially owned by Ms. Williams constitute approximately 35.8% of the Class B Common outstanding as of December 31, 2015.
The statements under the heading Clara L. T. Rankin are hereby deleted in their entirety.
[Signatures begin on the next page.]
[The remainder of this page was intentionally left blank.]
SCHEDULE 13D
| CUSIP No. 449172204 | Page 5 of 5 Pages |
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: February 16, 2016
| Name: | Rankin Associates IV, L.P. | |
| By: | Main Trust of Alfred M. Rankin created under the Agreement dated as of September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr. (successor in interest to the Trust created by the Agreement, dated August 30, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Alfred M. Rankin, Jr., creating a trust for the benefit of Alfred M. Rankin, Jr.), as one of its General Partners | |
| By: | /s/ Alfred M. Rankin, Jr. | |
| Alfred M. Rankin, Jr. | ||
| REPORTING PERSONS | ||
| By: | /s/ Alfred M. Rankin, Jr. | |
| Alfred M. Rankin, Jr., on behalf of himself, and as: | ||
| Attorney-in -Fact for Thomas T. Rankin* | ||
| Attorney-in -Fact for Claiborne R. Rankin* | ||
| Attorney-in -Fact for Roger F. Rankin* | ||
| Attorney-in -Fact for Bruce T. Rankin* | ||
| Attorney-in -Fact for Helen R. Butler* | ||
| Attorney-in -Fact for Clara T. Rankin Williams* | ||
| * | The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 1 to the Schedule 13D, filed February 14, 2013. |