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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RANKIN ROGER F

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2023

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⁾		10,640	A	$0	10,640	I	Reporting Person Serves as Trustee of Trusts fbo the Estate of Alfred M. Rankin, Sr.⁽²⁾
Class A Common Stock	07/10/2023		J⁽¹⁾		19,200	A	$0	19,200	I	Reporting Person serves as Trustee of Trusts for the benefit of each of grantor's grandchildren⁽²⁾
Class A Common Stock								780	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Anne F. Rankin⁽²⁾
Class A Common Stock								780	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Elisabeth M. Rankin⁽²⁾
Class A Common Stock								5,067	I	Spouse is Co-Trustee for the benefit of Reporting Person's daughter⁽²⁾
Class A Common Stock								8,841	I	Spouse is Co-Trustee for the benefit of Reporting Person's daughter⁽²⁾
Class A Common Stock								13,226	I	Spouse serves as Trustee of a Trust for the benefit of Alison Rankin⁽²⁾
Class A Common Stock								400	I	Reporting Person serves as Trustee for the benefit of A. Farnham Rankin⁽²⁾
Class A Common Stock								400	I	Reporting Person serves as Trustee for the benefit of Elisabeth M. Rankin⁽²⁾
Class A Common Stock								214,032	I	Reporting Person serves as Trustee of a Trust for the benefit of Roger F. Rankin

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	20,096		20,096	I	Reporting Person serves as Trustee of BTR 2020 GST for the benefit of Anne F. 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 Elisabeth 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 A. Farnham 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 Elisabeth M. Rankin⁽²⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	63,315		63,315	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates II, L.P⁽²⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	4,000		4,000	I	Proportionate general partnership interest shares held by Rankin Associates I, L.P
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common Stock	3,950		3,950	I	Proportionate interest in shares held by Rankin Management, Inc. as general partner
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁴⁾		50		⁽³⁾	⁽³⁾	Class A Common Stock	50	$0	183,449	I	Reporting Person serves as Trustee of a Trust for the benefit of Roger F. Rankin⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁴⁾		5,617		⁽³⁾	⁽³⁾	Class A Common Stock	5,617	$0	189,066	I	Reporting Person serves as Trustee of a Trust for the benefit of Roger F. Rankin⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁵⁾		170,113		⁽³⁾	⁽³⁾	Class A Common Stock	170,113	$0	170,113	I	Spouse serves as Trustee of a Trust for the benefit of Alison Rankin⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁵⁾		151,006		⁽³⁾	⁽³⁾	Class A Common Stock	151,006	$0	321,119	I	Spouse serves as Trustee of a Trust for the benefit of Alison Rankin⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁶⁾		44,100		⁽³⁾	⁽³⁾	Class A Common Stock	44,100	$0	44,100	I	Spouse is Trustee for the benefit of Reporting Person's daughter⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁵⁾		63,315		⁽³⁾	⁽³⁾	Class A Common Stock	63,315	$0	384,434	I	Spouse serves as Trustee of a Trust for the benefit of Alison Rankin⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁴⁾		4,000		⁽³⁾	⁽³⁾	Class A Common Stock	4,000	$0	193,066	I	Reporting Person serves as Trustee of a Trust for the benefit of Roger F. Rankin⁽²⁾
Class B Common Stock	⁽³⁾	08/10/2023		J⁽⁷⁾		40,325		⁽³⁾	⁽³⁾	Class A Common Stock	40,325	$0	40,325	I	Spouse is Trustee of trust for the benefit of Reporting Person's daughter⁽²⁾

Explanation of Responses:

1. The Trustee of the Applicable Trusts 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 Ranking Associates I, L.P. ("RA I") and Rankin Associates IV, L.P. ("RA IV") in the amounts of 9,617 shares (of which 4,000 shares represent a proportionate general partnership interest and 5,617 shares represent a proportionate limited partnership interest) and 50 shares, respectively. The Reporting Person is the trustee of a trust that is a general partner and a limited partner in RA I and a general partner in RA IV.

5. Pro rata distributions of Class B shares from RA I, RA IV in the amounts of 151,006 shares 63,315 shares, and 170,113 shares, respectively. The Reporting Person's spouse is the trustee of trusts that are limited partners in each of RA I and RA IV.

6. Pro rata distributions of Class B shares from RA II in the amount of 44,100 shares. The Reporting Person's spouse is the trustee of trusts for the benefit of the Reporting Person's daughter that is a limited partner in RA II.

7. Pro rata distributions of Class B shares from RA II in the amount of 40,325 shares. The Reporting Person's spouse is the trustee of trusts for the benefit of the Reporting Person's daughter that is a limited partner in 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).
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