SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

RANKIN THOMAS T

(Last)

(First)

(Middle)

4421 WATERFRONT DRIVE

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hamilton Beach Brands Holding Co [ HBB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			Member of a Group

3. Date of Earliest Transaction (Month/Day/Year)
08/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/10/2023		J⁽¹⁾		5,322	A	$0	5,322	I	Reporting Person serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin.⁽²⁾
Class A Common Stock								6,444	I	Held by Spouse⁽²⁾
Class A Common Stock								192,412	I	Reporting Person serves as Trustee of a Trust for the benefit of Thomas T. Rankin
Class A Common Stock								780	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of James T. Rankin⁽²⁾
Class A Common Stock								780	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Matthew M. Rankin⁽²⁾
Class A Common Stock								780	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Thomas P.K. Rankin⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	18,861		18,861	I	Reporting Person serves as Trustee of BTR 2012 GST for the benefit of James T. Rankin⁽²⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	18,861		18,861	I	Reporting Person serves as Trustee of BTR 2012 GST for the benefit of Mathew M. Rankin⁽²⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	18,861		18,861	I	Reporting Person serves as Trustee of BTR 2012 GST for the benefit of Thomas P.K. Rankin⁽²⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	20,096		20,096	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of James T. Rankin⁽²⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	20,096		20,096	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Matthew M. Rankin⁽²⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	20,096		20,096	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Thomas P.K. Rankin⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁴⁾		50		⁽³⁾	⁽³⁾	Class A Common Stock	50	$0	135,828	I	Reporting Person serves as Trustee of a Trust for the benefit of Thomas T. Rankin
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁴⁾		66,624		⁽³⁾	⁽³⁾	Class A Common Stock	66,624	$0	202,452	I	Reporting Person serves as Trustee of a Trust for the benefit of Thomas T. Rankin
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁴⁾		4,000		⁽³⁾	⁽³⁾	Class A Common Stock	4,000	$0	206,452	I	Reporting Person serves as Trustee of a Trust for the benefit of Thomas T. Rankin
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁵⁾		40,000		⁽³⁾	⁽³⁾	Class A Common Stock	40,000	$0	40,000	I	Held by Spouse⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁵⁾		170,113		⁽³⁾	⁽³⁾	Class A Common Stock	170,113	$0	210,113	I	Held by Spouse⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁵⁾		3,687		⁽³⁾	⁽³⁾	Class A Common Stock	3,687	$0	213,800	I	Held by Spouse⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁴⁾		56,636		⁽³⁾	⁽³⁾	Class A Common Stock	56,636	$0	263,088	I	Reporting Person serves as Trustee of a Trust for the benefit of Thomas T. Rankin
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁶⁾		3,950		⁽³⁾	⁽³⁾	Class A Common Stock	3,950	$0	3,950	I	Proportionate Interest in shares held by Rankin Management, Inc.

Explanation of Responses:

1. The Trustee of the applicable trust has been changed.

2. Reporting Person disclaims beneficial ownership of all such shares.

3. N/A

4. Pro rata distributions of Class B shares from Rankin Associates I, L.P. ("RA I"), Rankin Associates II, L.P. ("RA II"), and Rankin Associates IV, L.P. ("RA IV") in the amounts of 70,624 shares (of which 4,000 shares represent a proportionate general partnership interest and 66,624 shares represent a proportionate limited partnership interest), 56,636 shares and 50 shares, respectively. The Reporting Person is a general partner and limited partner in RAI, a limited partner in RA II, and a general partner in RA IV.

5. Pro rata distributions of Class B shares from RA I, RA II and RA IV in the amounts of 40,000 shares, 3,687 shares and 170,113 shares, respectively. The Reporting Person's spouse is the trustee of a trust that is a limited partner in each of RA I, RA II and RA IV.

6. Pro rata distributions of Class B shares from RA II in the amount of 3,950 shares. The reporting Person is a shareholder of Rankin Management, Inc., which is the general partner of RA II.

Remarks:

Exhibit 24.1 - Power of Attorney

	/s/ Brent A. Ashley, attorney-in-fact	08/15/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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