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 ALFRED M ET AL

(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)
01/22/2021

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	01/22/2021		S		6,677	D	$11.534⁽¹⁾	0	I	Proportionate LP interest in shares held by Rankin Associates I, L.P. in trust fbo Bruce T. Rankin⁽²⁾
Class A Common Stock	01/22/2021		S		21,916	D	$11.534⁽³⁾	0	I	Proportionate LP interest in shares held by Rankin Associates II, L.P. in trust fbo Bruce T. Rankin⁽²⁾
Class A Common Stock	01/22/2021		S		59,675	D	$11.534⁽⁴⁾	0	I	Proportionate LP interest in shares held by Rankin Associates IV, L.P. in trust fbo Bruce T. Rankin⁽²⁾⁽⁵⁾
Class A Common Stock	01/22/2021		S		1,404	D	$11.534⁽⁶⁾	0	I	Proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.
Class A Common Stock	01/22/2021		S		12,322	D	$11.534⁽⁷⁾	0	I	Proportionate limited partnership interest in shares held by Rankin Associates I, L.P.
Class A Common Stock								14,160	I	Held in an Individual Retirement Account for the benefit of the Reporting Person.
Class A Common Stock								2,000	I	Proportionate general partnership interest in shares held by Rankin Associates I, L.P.
Class A Common Stock								25	I	Proportionate general partnership interest in shares held by Rankin Associates IV, L.P.
Class A Common Stock								0	I	Proportionate limited partnership interest in shares held by Rankin Associates II, L.P.
Class A Common Stock								1,975	I	Proportionate LP interest in shares of RA II, LP held by Rankin Management Inc. as general partner
Class A Common Stock								9,431	I	Reporting Person serves as 2012 Trustee of GST for the benefit of Helen R. Butler
Class A Common Stock								9,431	I	Reporting Person serves as Trustee of 2012 GST for the benefit of Clara R. Williams
Class A Common Stock								386,310	I	Reporting Person serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr.
Class A Common Stock								14,313	I	Reporting Person serves as Trustee of a Trust for the benefit of Bruce T. Rankin⁽²⁾
Class A Common Stock								34,936	I	Reporting Person serves as Trustee of a Trust for the benefit of Victoire G. Rankin⁽⁵⁾
Class A Common Stock								9,600	I	Reporting Person serves as Trustee of Trusts for the benefit of each of grantor's grandchildren
Class A Common Stock								18,625	I	Reporting Person serves as Trustee of Trusts for the benefit of the Estate of Alfred M. 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	⁽⁸⁾	01/22/2021		S			6,677	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	6,677	$11.534⁽¹⁾	0	I	Proportionate LP interest in shares held by Rankin Associates I, L.P. in trust fbo Bruce T. Rankin⁽²⁾⁽⁵⁾
Class B Common Stock	⁽⁸⁾	01/22/2021		S			21,916	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	21,916	$11.534⁽³⁾	0	I	Proportionate LP interest in shares held by Rankin Associates II, L.P. in trust fbo Bruce T. Rankin⁽²⁾⁽⁵⁾
Class B Common Stock	⁽⁸⁾	01/22/2021		S			59,675	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	59,675	$11.534⁽⁴⁾	0	I	Proportionate LP interest in shares held by Rankin Associates IV, L.P. in trust fbo Bruce T. Rankin.⁽²⁾
Class B Common Stock	⁽⁸⁾	01/22/2021		S			12,322	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	12,322	$11.534⁽⁷⁾	0	I	Proportionate limited partnership interest in shares held by Rankin Associates I, L.P.
Class B Common Stock	⁽⁸⁾	01/22/2021		S			1,404	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,404	$11.534⁽⁶⁾	0	I	Proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	14,160		14,160	I	Held in an Individual Retirement Account for the benefit of the Reporting Person.
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	25		25	I	Proportionate general partnership interest in shares held by Rankin Associates IV, L.P.
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,000		2,000	I	Proportionate general partnership interest shares held by Rankin Associates I, L.P.
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	0		0	I	Proportionate limited partnership interest in shares held by Rankin Associates II, L.P.
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	1,975		1,975	I	Proportionate LP interest in shares of RA II, LP held by Rankin Management Inc. as general partner
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	9,431		9,431	I	Reporting Person serves as 2012 Trustee of GST for the benefit of Clara R. Williams
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	9,431		9,431	I	Reporting Person serves as 2012 Trustee of GST for the benefit of Helen R. Butler
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	14,313		14,313	I	Reporting Person serves as Trustee of a Trust for the benefit of Bruce T. Rankin⁽²⁾
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	344,853		344,853	I	Reporting Person serves as Trustee of a Trust for the benefit of the Alfred M. Rankin, Jr.
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	34,936		34,936	I	Reporting Person serves as Trustee of a Trust for the benefit of Victoire G. Rankin⁽⁵⁾
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	9,600		9,600	I	Reporting Person serves as Trustee of Trusts for the benefit of each of grantor's grandchildren
Class B Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	18,625		18,625	I	Reporting Person serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin.⁽²⁾

Explanation of Responses:

1. The shares conveyed in this transaction are part of a group of shares conveyed in exchange for a series of promissory notes each in the principal amount of $99,671.39 plus interest which will accrue at a rate of 0.52% per annum, the principal amount of which indebtedness will be due and owing on January 21, 2030 and the accrued interest will be due and owing annually during the term. These transactions were executed as part of multi-generational estate planning by and among by members of the Rankin family.

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

3. The shares conveyed in this transaction are part of a group of shares conveyed in exchange for a series of promissory notes each in the principal amount of $327,007.89 plus interest which will accrue at a rate of 0.52% per annum, the principal amount of which indebtedness will be due and owing on January 21, 2030 and the accrued interest will be due and owing annually during the term. These transactions were executed as part of multi-generational estate planning by and among by members of the Rankin family.

4. The shares conveyed in this transaction are part of a group of shares conveyed in exchange for a series promissory notes each in the principal amount of $890,720.11 plus interest which will accrue at a rate of 0.52% per annum, the principal amount of which indebtedness will be due and owing on January 21, 2030 and the accrued interest will be due and owing annually during the term. These transactions were executed as part of multi-generational estate planning by and among by members of the Rankin family.

5. Reporting Person serves as the Trustee for the Trust.

6. The shares conveyed in this transaction are part of a group of shares conveyed in exchange for a series of promissory notes each in the principal amount of $104,771.62 plus interest which will accrue at a rate of 0.52% per annum, the principal amount of which indebtedness will be due and owing on January 21, 2030 and the accrued interest will be due and owing annually during the term. These transactions were executed as part of multi-generational estate planning by and among by members of the Rankin family.

7. The shares conveyed in this transaction are part of a group of shares conveyed in exchange for a series promissory notes each in the principal amount of $919,615,17 plus interest which will accrue at a rate of 0.52% per annum, the principal amount of which indebtedness will be due and owing on January 21, 2030 and the accrued interest will be due and owing annually during the term. These transactions were executed as part of multi-generational estate planning by and among by members of the Rankin family.

8. N/A

	/s/ Derek R. Redmond, attorney-in-fact	01/26/2021
	** 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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