FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

LICHTENSTEIN WARREN G
2. Issuer Name and Ticker or Trading Symbol

STEEL PARTNERS HOLDINGS L.P. [ SPLP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chairman
(Last)          (First)          (Middle)

C/O STEEL PARTNERS HOLDINGS L.P., 590 MADISON AVENUE, 32ND FLOOR
3. Date of Earliest Transaction (MM/DD/YYYY)

6/11/2020
(Street)

NEW YORK, NY 10022
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Units no par value (1)6/11/2020  G  V 82149 D$0 455474 D  
Common Units no par value (1)6/11/2020  P  82149 A$6.22 286808 I By Steel Partners, Ltd. (3)
Common Units no par value (1)        1540706 I By SPH SPV-I LLC (2)
Common Units no par value (1)        6362920 I By WGL Capital LLC (4)
Common Units no par value (1)        500000 I By 2020 GRAT #2 (5)
Common Units no par value (1)        500000 I By 2020 GRAT #3 (6)
6% Series A Preferred Units (1)        410787 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This Form 4 is filed jointly by WGL Capital LLC ("WGL"), Steel Partners, Ltd. ("SPL"), SPH SPV-I LLC ("SPH SPV") and Warren G. Lichtenstein (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding Common Units. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of his or its pecuniary interest therein.
(2) Mr. Lichtenstein, as the Managing Member of SPH SPV, may be deemed to beneficially own the Common Units owned directly by SPH SPV.
(3) Mr. Lichtenstein, as the Chief Executive Officer and a control person of SPL, may be deemed to beneficially own the Common Units owned directly by SPL.
(4) SPL, as the sole Member of WGL, and Mr. Lichtenstein, as the Manager of WGL and the Chief Executive Officer and a control person of SPL, may be deemed to beneficially own the Common Units owned directly by WGL.
(5) Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#2"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#2, may be deemed to beneficially own the Common Units held by the 2020 GRAT#2.
(6) Represents Common Units held by a grantor retained annuity trust ("2020 GRAT#3"). Mr. Lichtenstein, as the sole trustee and sole annuitant of the 2020 GRAT#3, may be deemed to beneficially own the Common Units held by the 2020 GRAT#3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
LICHTENSTEIN WARREN G
C/O STEEL PARTNERS HOLDINGS L.P.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022
XXExecutive Chairman
Steel Partners, Ltd.
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022

X

WGL Capital LLC
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022

X

SPH SPV-I LLC
590 MADISON AVENUE, 32ND FLOOR
NEW YORK, NY 10022



See Footnote 1

Signatures
By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein6/15/2020
**Signature of Reporting PersonDate

By: Steel Partners, Ltd., By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Chief Executive Officer6/15/2020
**Signature of Reporting PersonDate

By: WGL Capital LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Manager6/15/2020
**Signature of Reporting PersonDate

By: SPH SPV-I LLC, By: /s/ Maria Reda, as Attorney-in-Fact for Warren G. Lichtenstein, Managing Member6/15/2020
**Signature of Reporting PersonDate

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