CUSIP No. 40701LT 203    Schedule 13D    Page 1 of 161

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )

 

 

Hamilton Beach Brands Holding Company

(Name of Issuer)

 

 

Class B Common Stock, par value $0.01 per share

(Title of Class of Securities)

40701LT 203

(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 Communication)

September 29, 2017

(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 Rule 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).

(Continued on following pages)

 

 

 


CUSIP No. 40701LT 203    Schedule 13D    Page 2 of 161

 

  1   

NAME 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)  ☒

 

  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

 

359,013

     8   

SHARED VOTING POWER

 

1,290,801

     9   

SOLE DISPOSITIVE POWER

 

359,013

   10     

SHARED DISPOSITIVE POWER

 

1,290,801

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,649,814

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.13%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 3 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Clara L. T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 4 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Victoire G. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

34,936

     8   

SHARED VOTING POWER

 

404,212

     9   

SOLE DISPOSITIVE POWER

 

34,936

   10     

SHARED DISPOSITIVE POWER

 

1,614,878

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,649,814

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

24.13%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 5 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Helen R. Butler

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

77,289

     8   

SHARED VOTING POWER

 

74,448

     9   

SOLE DISPOSITIVE POWER

 

77,289

   10     

SHARED DISPOSITIVE POWER

 

1,285,114

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,362,403

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.93%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 6 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Clara T. Rankin Williams

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

83,769

     8   

SHARED VOTING POWER

 

8,902

     9   

SOLE DISPOSITIVE POWER

 

83,769

   10     

SHARED DISPOSITIVE POWER

 

1,219,568

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,303,337

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.06%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 7 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

145,965

     8   

SHARED VOTING POWER

 

1,214,288

     9   

SOLE DISPOSITIVE POWER

 

145,965

   10     

SHARED DISPOSITIVE POWER

 

1,214,288

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,360,253

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.90%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 8 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Matthew M. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

8,988

     8   

SHARED VOTING POWER

 

1,930

     9   

SOLE DISPOSITIVE POWER

 

8,988

   10     

SHARED DISPOSITIVE POWER

 

340,225

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

349,213

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.11%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 9 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

James T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

15,768

     8   

SHARED VOTING POWER

 

1,771

     9   

SOLE DISPOSITIVE POWER

 

15,768

   10     

SHARED DISPOSITIVE POWER

 

340,066

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

355,834

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.20%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 10 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Claiborne R. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

123,080

     8   

SHARED VOTING POWER

 

1,213,026

     9   

SOLE DISPOSITIVE POWER

 

123,080

   10     

SHARED DISPOSITIVE POWER

 

1,213,026

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,336,106

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.54%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 11 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Chloe O. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

2,360

     8   

SHARED VOTING POWER

 

123,080

     9   

SOLE DISPOSITIVE POWER

 

2,360

   10     

SHARED DISPOSITIVE POWER

 

1,333,746

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,336,106

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.54%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 12 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Chloe R. Seelbach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

10,568

     8   

SHARED VOTING POWER

 

722

     9   

SOLE DISPOSITIVE POWER

 

10,568

   10     

SHARED DISPOSITIVE POWER

 

339,017

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

349,585

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.11%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 13 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Claiborne R. Rankin, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

5,640

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

5,640

   10     

SHARED DISPOSITIVE POWER

 

338,295

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

343,935

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.03%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 14 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Roger F. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

193,586

     8   

SHARED VOTING POWER

 

1,223,658

     9   

SOLE DISPOSITIVE POWER

 

193,586

   10     

SHARED DISPOSITIVE POWER

 

1,223,658

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,417,244

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.73%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 15 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Bruce T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

1,224,979

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,224,979

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

17.92%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 16 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Martha S. Kelly

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

8,550

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

8,550

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

8,550

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.13%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 17 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Susan Sichel

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

9,100

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

9,100

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,100

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.13%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 18 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jennifer T. Jerome

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

32,652

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

32,652

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

32,652

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.48%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 19 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Caroline T. Ruschell

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

74,747

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

74,747

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

74,747

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

1.09%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 20 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

David F. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

34,965

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

34,965

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

34,965

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.51%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 21 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Beatrice B. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

102,822

     8   

SHARED VOTING POWER

 

455,338

     9   

SOLE DISPOSITIVE POWER

 

102,822

   10     

SHARED DISPOSITIVE POWER

 

455,338

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

558,160

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

8.10%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 22 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Theodore D. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

20,283

     8   

SHARED VOTING POWER

 

405,220

     9   

SOLE DISPOSITIVE POWER

 

20,283

   10     

SHARED DISPOSITIVE POWER

 

405,220

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

425,503

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*  

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.22%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 23 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Britton T. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

39,883

     8   

SHARED VOTING POWER

 

410,975

     9   

SOLE DISPOSITIVE POWER

 

39,883

   10     

SHARED DISPOSITIVE POWER

 

410,975

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

450,858

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.59%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 24 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Frank F. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

43,188

     8   

SHARED VOTING POWER

 

405,220

     9   

SOLE DISPOSITIVE POWER

 

43,188

   10     

SHARED DISPOSITIVE POWER

 

405,220

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

448,408

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.56%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 25 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rankin Management, Inc.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7   

SOLE VOTING POWER

 

338,295

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

7,900

   10     

SHARED DISPOSITIVE POWER

 

330,395

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

338,295

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.95%

14    

TYPE OF REPORTING PERSON*

 

CO


CUSIP No. 40701LT 203    Schedule 13D    Page 26 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rankin Associates I, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7   

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

472,371

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.91%

14    

TYPE OF REPORTING PERSON*

 

PN


CUSIP No. 40701LT 203    Schedule 13D    Page 27 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 28 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 29 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 30 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 31 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 32 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7   

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 33 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 34 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 35 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 36 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 37 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 38 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 39 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Corbin K. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

3,622

     8   

SHARED VOTING POWER

 

145,965

     9   

SOLE DISPOSITIVE POWER

 

3,622

   10     

SHARED DISPOSITIVE POWER

 

1,356,631

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,360,253

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.90%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 40 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alison A. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

6,613

     8   

SHARED VOTING POWER

 

199,965

     9   

SOLE DISPOSITIVE POWER

 

6,613

   10     

SHARED DISPOSITIVE POWER

 

1,410,631

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,417,244

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

20.73%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 41 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 42 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 43 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 44 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rankin Associates II, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7   

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

338,295

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.95%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 45 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

John C. Butler, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

74,448

     8   

SHARED VOTING POWER

 

77,289

     9   

SOLE DISPOSITIVE POWER

 

74,448

   10     

SHARED DISPOSITIVE POWER

 

1,287,955

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,362,403

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.93%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 46 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Clara Rankin Butler (by John C. Butler, Jr. as custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 47 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 48 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

David B. Williams

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

8,902

     8   

SHARED VOTING POWER

 

83,769

     9   

SOLE DISPOSITIVE POWER

 

8,902

   10     

SHARED DISPOSITIVE POWER

 

1,294,435

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,303,337

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

19.06%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 49 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Griffin B. Butler (by John C. Butler, Jr. as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 50 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 51 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 52 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7   

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0.00

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 53 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 54 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 55 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Scott Seelbach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

722

     8   

SHARED VOTING POWER

 

10,568

     9   

SOLE DISPOSITIVE POWER

 

722

   10     

SHARED DISPOSITIVE POWER

 

348,863

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

349,585

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.11%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 56 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 57 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0.00

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 58 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 59 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Clara Rankin Butler 2002 Trust, dated November 5, 2002

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 60 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Griffin Bedwell Butler 2002 Trust, dated November 5, 2002

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 61 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Elizabeth B. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

722

     8   

SHARED VOTING POWER

 

10,196

     9   

SOLE DISPOSITIVE POWER

 

722

   10     

SHARED DISPOSITIVE POWER

 

348,491

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

349,213

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.11%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 62 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 63 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 64 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Helen Charles Williams (by David B.H. Williams as parent of Helen Charles Williams)*

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 65 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Julia L. Rankin Kuipers

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

10,399

     8   

SHARED VOTING POWER

 

240

     9   

SOLE DISPOSITIVE POWER

 

10,399

   10     

SHARED DISPOSITIVE POWER

 

338,535

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

348,934

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.10%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 66 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 67 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas Parker Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

8,407

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

8,407

   10     

SHARED DISPOSITIVE POWER

 

338,295

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

346,702

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.07%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 68 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian under the Ohio Transfers to Minors Act)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 69 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 70 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rankin Associates IV, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 

     7   

SOLE VOTING POWER

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

400,000

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.85%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 71 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 72 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

00


CUSIP No. 40701LT 203    Schedule 13D    Page 73 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 74 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 75 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Lynne Turman Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

563

     8   

SHARED VOTING POWER

 

15,768

     9   

SOLE DISPOSITIVE POWER

 

563

   10     

SHARED DISPOSITIVE POWER

 

354,063

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

355,834

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.20%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 76 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Jacob A. Kuipers

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

240

     8   

SHARED VOTING POWER

 

10,399

     9   

SOLE DISPOSITIVE POWER

 

240

   10     

SHARED DISPOSITIVE POWER

 

348,694

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

348,934

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

5.10%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 77 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

2012 Chloe O. Rankin Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 78 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

2012 Corbin K. Rankin Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 79 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

2012 Alison A. Rankin Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 80 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

2012 Helen R. Butler Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 81 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

2012 Clara R. Williams Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 82 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 83 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 84 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

William Alexander Rankin (by Matthew M. Rankin, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 85 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Margaret Pollard Rankin (by James T. Rankin, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 86 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 87 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 88 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 89 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Elisabeth M. Rankin (by Alison A. Rankin, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 90 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

A. Farnham Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 91 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 92 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 93 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 94 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 95 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 as amended, Beatrice Taplin, Trustee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 96 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 97 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Alfred M. Rankin Jr.-Roth IRA-Brokerage Account #*****

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 98 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

John C. Butler, Jr.-Roth IRA-Brokerage Account #******

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 99 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

DiAhn Taplin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

5,755

     8   

SHARED VOTING POWER

 

445,103

     9   

SOLE DISPOSITIVE POWER

 

5,755

   10     

SHARED DISPOSITIVE POWER

 

445,103

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

450,858

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

6.59%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 100 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Helen R. Butler

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 101 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Clara R. Williams

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 102 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for James T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 103 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Matthew M. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 104 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Thomas P. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 105 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Chloe R. Seelbach

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 106 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Claiborne R. Rankin, Jr.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 107 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Julia R. Kuipers

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 108 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Anne F. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 109 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

BTR 2012 GST Trust for Elisabeth M. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 110 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Anne F. Rankin Trust dated August 15, 2012

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 111 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created by the Agreement, dated August 20, 2009 between James T. Rankin as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 112 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 113 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 114 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

2016 Anne F. Rankin Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 115 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

2016 Elisabeth M. Rankin Trust

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 116 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

AMR Associates, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 117 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 118 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 119 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 120 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 121 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vested Trust for James T. Rankin, Jr. U/A/D/ December 4, 2015

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 122 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Vested Trust for Margaret Pollard Rankin U/A/D/ December 4, 2015

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 123 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 124 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

James T. Rankin, Jr. (by James T. Rankin, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 125 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 126 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Trust created under the Agreement, dated January 11, 1965, as supplemented, amended and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 127 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rankin Associates V, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 128 of 161

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Rankin Associates VI, L.P.

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ☐        (b)  ☒

 

  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

 

0

     8   

SHARED VOTING POWER

 

0

     9   

SOLE DISPOSITIVE POWER

 

0

   10     

SHARED DISPOSITIVE POWER

 

0

11  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

0

12  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

 

13  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

0.00%

14    

TYPE OF REPORTING PERSON*

 

IN


CUSIP No. 40701LT 203    Schedule 13D    Page 129 of 161

 

Part II to Schedule 13D

 

Item 1. Security and Issuer.

The title and class of equity securities to which this Schedule 13D relates is Class B common stock, par value $0.01 per share (“ Class  B Common ”), of Hamilton Beach Brands Holding Company (the “ Issuer ”). The address of the principal executive offices of the Issuer is Hamilton Beach Brands Holding Company, 4421 Waterfront Dr., Glen Allen, Virginia 23060.

 

Item 2. Identity and Background.

(a)—(c) This Schedule 13D is filed on behalf of certain individuals, corporations, limited partnerships and trusts identified below (the “ Reporting Persons ”) who, pursuant to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934 (the “ Act ”), may be deemed as a group to have acquired beneficial ownership of the Class B Common of the Issuer as a result of such individuals, corporations, limited partnerships and trusts becoming signatories to the Stockholders’ Agreement, dated as of September 29, 2017, among the stockholders party thereto and the Issuer (the “ Stockholders’ Agreement ”), filed as Exhibit 1 hereto and incorporated herein by reference.

Although the Reporting Persons are making this joint filing, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Reporting Persons that a group exists within the meaning of the Act.

The names, and, for purposes of this filing, the business address, and present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, as well as the state of organization, principal business, address of the principal business and the address of the principal office, as applicable, for the Reporting Persons are as follows:

Alfred M. Rankin, Jr . Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale Materials Handling, Inc., a Delaware corporation (“ Hyster Yale ”), at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO Industries, Inc., a Delaware corporation (“ NACCO ”), at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

Clara L.T. Rankin . Ms. Rankin’s resident address is P.O. Box 66, Gates Mills, Ohio 44040. She is not employed.

Victoire G. Rankin . Ms. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. She is not employed.

Helen R. Butler . Ms. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. She is not employed.

Clara T. Rankin Williams . Ms. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. She is a jewelry designer.

Thomas T. Rankin . Mr. Rankin’s resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.

Matthew M. Rankin . Mr. Rankin’s resident address is 2011 St. Andrews Road, Greensboro, North Carolina 27408. He is a property manager at Carlisle Residential Properties.

James T. Rankin . Mr. Rankin’s resident address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is a real estate broker at King Commercial Properties.

Claiborne R. Rankin . Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.


CUSIP No. 40701LT 203    Schedule 13D    Page 130 of 161

 

Chloe O. Rankin . Ms. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. She is not employed.

Chloe R. Seelbach . Ms. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, Ohio 44122. She is not employed.

Claiborne R. Rankin, Jr . Mr. Rankin’s address is 600 W. Drummond, Unit 308, Chicago, Illinois 60614. He is employed in software sales at BrokerSavant, Inc.

Roger F. Rankin . Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

Bruce T. Rankin . Mr. Rankin’s resident address is 131 Southwyck Drive, Chagrin Falls, Ohio 44022. He is not employed.

Martha S. Kelly . Ms. Kelly’s resident address is 1429 Ames Hill Road, Brattleboro, Vermont 05301. She is retired.

Susan Sichel . Ms. Sichel’s resident address is 4813 Auger Hole Road, South Newfane, Vermont 05351. She is not employed.

Jennifer T. Jerome . Ms. Jerome’s resident address is P.O. Box 532, W. Dummerston, Vermont 05357. She is retired.

Caroline T. Ruschell . Ms. Ruschell’s resident address is 201 Legacy Drive, Nicholasville, Kentucky 40356. She is retired.

David F. Taplin . Mr. Taplin’s resident address is Box 145, South Strafford, Vermont 05070. He is self-employed.

Beatrice B. Taplin . Ms. Taplin’s resident address is 11 Cherry Hills Drive, Englewood, Colorado 80110. She is not employed.

Theodore D. Taplin . Mr. Taplin’s resident address is 121 Lower Terrace, San Francisco, California 94114. He is a consultant for a non-profit arts organization.

Britton T. Taplin . Mr. Taplin’s business address is 4960 South Lafayette Lane, Englewood, Colorado 80113. He is self-employed.

Frank F. Taplin . Mr. Taplin’s resident address is 1508 Rising Glen Road, Los Angeles, California 90069. He is self-employed.

Rankin Management, Inc . Rankin Management, Inc. (“ RMI ”) is a Delaware corporation. It is the general and managing partner of Rankin Associates II, L.P. The principal business of Rankin Management, Inc. is to act as a general and managing partner of Rankin Associates II, L.P. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. The shareholders, executive officers and directors of Rankin Management, Inc. consist of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, all of whom are Reporting Persons.

Rankin Associates I, L.P . Rankin Associates I, L.P. (“ Rankin  I ”) is a Delaware limited partnership. Its principal business is to hold securities under common management, including certain shares of Class B Common, as well as shares of Class A common stock, par value $0.01 per share (“ Class  A Common ”), of the Issuer. The following Reporting Persons are trustees and primary beneficiaries of trusts acting as general partners: Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124.


CUSIP No. 40701LT 203    Schedule 13D    Page 131 of 161

 

The Trust created under the Agreement, dated December  28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren. Ms. Rankin’s resident address is P.O. Box 66, Gates Mills, Ohio 44040. She is not employed.

The Trust created under the Agreement, dated July  20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO, at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

The Trust created under the Agreement, dated September  28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO, at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

The Trust created under the Agreement, dated September  28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin. Ms. Rankin is the trustee of the trust. Ms. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. She is not employed.

The Trust created under the Agreement, dated December  29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.

The Trust created under the Agreement, dated June  22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

The Trust created under the Agreement, dated September  11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

The Trust created under the Agreement, dated September  28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO, at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

The Trust created under the Agreement, dated October  15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin. Mr. Taplin’s resident address is 121 Lower Terrace, San Francisco, California 94114. He is a consultant for a non-profit arts organization.

The Trust created under the Agreement, dated December  30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin. Mr. Taplin’s business address is 4960 South Lafayette Lane, Englewood, Colorado 80113. He is self-employed.

The Trust created under the Agreement, dated December  29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams. Ms. Williams is the trustee of the trust. Ms. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. She is a jewelry designer.


CUSIP No. 40701LT 203    Schedule 13D    Page 132 of 161

 

The Trust created under the Agreement, dated December  29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler. Ms. Butler is the trustee of the trust. Ms. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. She is not employed.

Corbin Rankin. Ms. Rankin’s resident address is 214 Banbury Road, Richmond, Virginia 23221. She is not employed.

Alison A. Rankin. Ms. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is an interior designer.

National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin.

Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No.  1, dated December  18, 1997, with Roger Rankin, Grantor. Ms. Alison A. Rankin is the trustee of the trust. Ms. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is an interior designer.

Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No.  1, dated December  18, 1997, with Roger Rankin, Grantor. Ms. Alison A. Rankin is the trustee of the trust. Ms. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is an interior designer.

Rankin Associates II, L.P. Rankin Associates II, L.P. (“ Rankin  II ”) is a Delaware limited partnership. Its principal business is to hold, under common management, shares of NACCO Class A Common (as defined below), as well as shares of Class A Common and Class B Common, beneficially owned by certain of the Reporting Persons. RMI is the general partner of Rankin II. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124.

John C. Butler, Jr. Mr. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. Mr. Butler’s business address is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. He is President and CEO of NACCO and The North American Coal Corporation.

Clara Rankin Butler. Ms. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. She is not employed.

The Trust created under the Agreement, dated July  24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin. Mr. Taplin is the trustee of the trust. Mr. Taplin’s resident address is 1508 Rising Glen Road, Los Angeles, California 90069. He is self-employed.

David B. Williams. Mr. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. He is an attorney with Williams, Bax & Saltzman, P.C. His business address is 221 W. LaSalle, 37th Floor, North Wacker Drive, Suite 3230, Chicago, Illinois 60606.

Griffin B. Butler (by John C. Butler, Jr. as Custodian). Mr. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. Mr. Butler’s business address is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. He is President and CEO of NACCO and The North American Coal Corporation.

The Claiborne R. Rankin, Jr. Revocable Trust dated August  25, 2000. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

Alison A. Rankin as Trustee under Irrevocable Trust No.  2, dated September  11, 2000, for the benefit of A. Farnham Rankin. Ms. Rankin is the trustee of the trust. Ms. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is an interior designer.

Alison A. Rankin as Trustee under Irrevocable Trust No.  2, dated September  11, 2000, for the benefit of Elisabeth M. Rankin. Ms. Rankin is the trustee of the trust. Ms. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is an interior designer.


CUSIP No. 40701LT 203    Schedule 13D    Page 133 of 161

 

Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September  11, 2000. Ms. Rankin is the trustee of the trust. Ms. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is an interior designer.

The Trust created under the Agreement, dated December  20, 1993 for the benefit of Matthew M. Rankin. Mathew Rankin’s address is 2011 St. Andrews Road., Greensboro, North Carolina 27408. He is a property manager at Carlisle Residential Properties. Thomas Rankin’s resident address is 214 Banbury Rd., Richmond, Virginia 23221. He is retired.

Scott Seelbach. Mr. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, OH 44122. He is a private equity principal.

Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian). Ms. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. She is a jewelry designer.

Trust created under the Agreement, dated June  1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin. Ms. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. She is not employed.

Trust created by the Agreement, dated June  17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr. Mr. Butler is the trustee of the trust. Mr. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. Mr. Butler’s business address is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. He is President and CEO of NACCO and The North American Coal Corporation.

Clara Rankin Butler 2002 Trust, dated November  5, 2002. Mr. Butler is the trustee of the trust. Mr. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. Mr. Butler’s business address is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. He is President and CEO of NACCO and The North American Coal Corporation.

Griffin Bedwell Butler 2002 Trust, dated November  5, 2002. Mr. Butler is the trustee of the trust. Mr. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. Mr. Butler’s business address is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. He is President and CEO of NACCO and The North American Coal Corporation.

Elizabeth B. Rankin. Mrs. Rankin’s resident address is 2011 St. Andrews Road, Greensboro, North Carolina 27408. She is not employed.

Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December  10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams. Mr. David B.H. Williams is the trustee of the trust. Mr. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. He is an attorney with Williams, Bax & Saltzman, P.C. His business address is 221 W. LaSalle, 37th Floor, North Wacker Drive, Suite 3230, Chicago, Illinois 60606.

Helen Charles Williams 2004 Trust created by the Agreement, dated December  10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams. Mr. Williams is the trustee of the trust. Mr. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. He is an attorney with Williams, Bax & Saltzman, P.C. His business address is 221 W. LaSalle, 37th Floor, North Wacker Drive, Suite 3230, Chicago, Illinois 60606.

Helen Charles Williams (by David B.H. Williams as parent of Helen Charles Williams). Mr. Williams is the trustee of the trust. Mr. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. He is an attorney with Williams, Bax & Saltzman, P.C. His business address is 221 W. LaSalle, 37th Floor, North Wacker Drive, Suite 3230, Chicago, Illinois 60606.

Julia L. Rankin Kuipers. Ms. Kuipers’ resident address is 11 Sargent Road, Winchester, MA 01890. She is not employed.


CUSIP No. 40701LT 203    Schedule 13D    Page 134 of 161

 

Trust created by the Agreement, dated December  21, 2004 for the benefit of Julia L. Rankin. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

Thomas Parker Rankin. Mr. Rankin’s business address is 70 West 11th Street, Apt. 4E, New York, NY 10011. He is an investment associate at RFA Management Co.

Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian under the Ohio Transfers to Minors Act). Mr. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, OH 44122. He is a private equity principal.

Trust created by the Agreement, dated December  21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach. Ms. Seelbach is the trustee of the trust. Ms. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, Ohio 44122. She is not employed.

Rankin Associates IV, L.P. Rankin Associates IV, L.P. (“ Rankin IV ”) is a Delaware limited partnership. Its principal business is to hold securities under common management, including certain shares of Class B Common, as well as shares of Class A Common of the Issuer. The following Reporting Persons are trustees and primary beneficiaries of trusts acting as general partners: Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124.

Marital Trust created by the Agreement, dated January  21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin. Ms. Taplin is the trustee of the trust. Ms. Taplin’s resident address is 11 Cherry Hills Drive, Englewood, Colorado 80110. She is not employed.

Trust created by the Agreement, dated May  10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin. Mr. Matthew M Rankin is a co-trustee of the trust. Mr. Rankin’s resident address is 2011 St. Andrews Road, Greensboro, North Carolina 27408. He is a property manager at Carlisle Residential Properties.

Trust created by Agreement, dated May  10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin. Mr. Matthew M Rankin is a co-trustee of the trust. Mr. Rankin’s resident address is 2011 St. Andrews Rd, Greensboro, North Carolina 27408. He is a property manager at Carlisle Residential Properties.

Trust created by the Agreement dated December  21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach. Chloe R. Seelbach is the trustee of the trust. Ms. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, Ohio 44122. She is not employed.

Lynne Turman Rankin. Mrs. Rankin’s address is 2291 Woodward Way NW, Atlanta, Georgia 30305. She is not employed.

Jacob A. Kuipers. Mr. Kuipers’ resident address is 11 Sargent Road, Winchester, MA 01890. He is an attorney at McDermott, Will & Emery.

2012 Chloe O. Rankin Trust. Claiborne R. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

2012 Corbin K. Rankin Trust. Thomas T. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.

2012 Alison A. Rankin Trust. Roger F. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.


CUSIP No. 40701LT 203    Schedule 13D    Page 135 of 161

 

2012 Helen R. Butler Trust. Helen Rankin Butler is the trustee of the trust. Ms. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. She is not employed.

2012 Clara R. Williams Trust. Clara Rankin Williams is the trustee of the trust. Ms. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. She is a jewelry designer.

The David B.H. Williams Trust, David B.H. Trustee u/a/d October  14, 2009. Mr. Williams is the trustee of the trust. Mr. Williams’ resident address is 1654 N. Dayton, Chicago, Illinois 60614. He is an attorney with Williams, Bax & Saltzman, P.C. His business address is 221 W. LaSalle, 37th Floor, North Wacker Drive, Suite 3230, Chicago, Illinois 60606.

Mary Marshall Rankin (by Matthew M. Rankin, as Custodian). Mr. Rankin’s resident address is 2011 St. Andrews Road, Greensboro, North Carolina 27408. He is a property manager at Carlisle Residential Properties.

William Alexander Rankin (by Matthew M. Rankin, as Custodian). Mr. Rankin’s resident address is 2011 St. Andrews Road, Greensboro, North Carolina 27408. He is a property manager at Carlisle Residential Properties.

Margaret Pollard Rankin (by James T. Rankin, as Custodian). Mr. Rankin’s resident address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is self-employed in commercial real estate.

Trust created by the Agreement, dated April  10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach. Ms. Seelbach is the trustee of the trust. Ms. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, Ohio 44122. She is not employed.

Trust created by the Agreement, dated December  21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach. Ms. Seelbach is the trustee of the trust. Ms. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, Ohio 44122. She is not employed.

Isabelle Seelbach (by Chloe R. Seelbach, as Custodian). Ms. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, Ohio 44122. She is not employed.

Elisabeth M. Rankin (by Alison A. Rankin, as Custodian). Ms. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. She is an interior designer.

A. Farnham Rankin. Ms. Rankin’s resident address is 1449 Carpenter Road, Gates Mills, Ohio 44040. She is not employed.

Taplin Annuity Trust #1 of Beatrice B. Taplin dated June  18, 2011. Ms. Taplin is the trustee of the trust. Ms. Taplin’s resident address is 11 Cherry Hills Drive, Englewood, Colorado 80110. She is not employed.

The Beatrice B. Taplin Trust/Custody dtd December  12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin. Ms. Taplin is the trustee of the trust. Ms. Taplin’s resident address is 11 Cherry Hills Drive, Englewood, Colorado 80110. She is not employed.

Ngaio T. Lowry Trust, dated February  26, 1998, Caroline T. Ruschell, Trustee. Ms. Ruschell is the trustee of the trust. Ms. Ruschell’s resident address is 201 Legacy Drive, Nicholasville, KY, 40356. She is retired.

Caroline T. Ruschell Trust Agreement dated December  8, 2005, Caroline T. Ruschell as Trustee. Ms. Ruschell is the trustee of the trust. Ms. Ruschell’s resident address is 201 Legacy Drive, Nicholasville, KY, 40356. She is retired.

Thomas E. Taplin Exempt Family Trust u/a dated January  21, 1966 as amended, Beatrice Taplin, Trustee. Ms. Taplin is the trustee of the trust. Ms. Taplin’s resident address is 11 Cherry Hills Drive, Englewood, Colorado 80110. She is not employed.


CUSIP No. 40701LT 203    Schedule 13D    Page 136 of 161

 

Thomas E. Taplin Exempt Family Trust u/a dated January  21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee. Ms. Taplin is the trustee of the trust. Ms. Taplin’s resident address is 11 Cherry Hills Drive, Englewood, Colorado 80110. She is not employed.

Alfred M. Rankin Jr.-Roth IRA-Brokerage Account #*****. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO, at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

John C. Butler, Jr.-Roth IRA-Brokerage Account #*****. Mr. Butler’s resident address is 7575 Old Mill Road, P.O. Box 477, Gates Mills, Ohio 44040. Mr. Butler’s business address is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. He is President and CEO of NACCO and The North American Coal Corporation.

DiAhn Taplin. Ms. Taplin’s business address is 5600 S. Quebec St. Ste. 312A, Greenwood Village, Colorado 80111. She is employed as a physician by Carepoint, A.C.

BTR 2012 GST Trust for Helen R. Butler. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO, at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

BTR 2012 GST Trust for Clara R. Williams. Mr. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO, at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

BTR 2012 GST Trust for James T. Rankin. Thomas T. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.

BTR 2012 GST Trust for Matthew M. Rankin. Thomas T. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.

BTR 2012 GST Trust for Thomas P. Rankin. Thomas T. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 214 Banbury Road, Richmond, Virginia 23221. He is retired.

BTR 2012 GST Trust for Chloe R. Seelbach. Mr. Claiborne R. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

BTR 2012 GST Trust for Claiborne R. Rankin, Jr. Mr. Claiborne R. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

BTR 2012 GST Trust for Julia R. Kuipers. Mr. Claiborne R. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040. He is a private investor.

BTR 2012 GST Trust for Anne F. Rankin. Roger F. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

BTR 2012 GST Trust for Elisabeth M. Rankin. Roger F. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

The Anne F. Rankin Trust dated August  15, 2012. Roger F. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

Trust created by the Agreement, dated August  20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin. Mr. James T. Rankin is the trustee of the trust.


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Mr. Rankin’s resident address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is self-employed in commercial real estate.

Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February  2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin. Mr. Thomas P. K. Rankin is the trustee of the trust. Mr. Rankin’s business address is 70 West 11th Street, Apt. 4E, New York, NY 10011. He is an investment associate at RFA Management Co.

Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December  27, 2013 under Custody Agreement dated December  27, 2013 fbo Evelyn R. Kuipers. Ms. Julia R. Kuipers is the trustee of the trust. Ms. Kuipers’ home address is 161 Cushing Street, Cambridge, Massachusetts 02138. She is not employed.

2016 Anne F. Rankin Trust. Roger F. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

2016 Elisabeth M. Rankin Trust. Roger F. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 1449 Carpenter Road, P.O. Box 550, Gates Mills, Ohio 44040. He is a private investor.

AMR Associates, LP. AMR Associates is a Delaware limited partnership. Its principal business is to hold, under common management, shares of Class A Common and Class B Common, beneficially owned by certain partners. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Mayfield Heights, Ohio 44124-4017. The following are trustees and primary beneficiaries of trusts acting as general partners or limited partner of AMR Associates: Helen R. Butler, Clara T. Rankin Williams and Alfred M. Rankin, Jr.

Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III. Mr. Claiborne R. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers. Mr. Claiborne R. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 36779 Cedar Road, Gates Mills, Ohio 44040-9721. He is a private investor.

Claiborne Read Rankin III. Mr. Rankin’s resident address is 600 W. Drummond, Unit 308, Chicago, Illinois 60614. He is not employed.

Matilda Alan Kuipers. Ms. Kuipers’ resident address is 11 Sargent Road, Winchester, MA 01890. She is not employed.

Vested Trust for James T. Rankin, Jr. U/A/D/ December  4, 2015. Mr. James T. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is self-employed in commercial real estate.

Vested Trust for Margaret Pollard Rankin U/A/D/ December  4, 2015. Mr. James T. Rankin is the trustee of the trust. Mr. Rankin’s resident address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is self-employed in commercial real estate.

Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian) . Ms. Kuipers’ resident address is 11 Sargent Road, Winchester, MA 01890. She is not employed.

James T. Rankin, Jr. Mr. Rankin’s resident address is 2291 Woodward Way NW, Atlanta, Georgia 30305. He is not employed.

Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian) . Ms. Seelbach’s resident address is 18910 S. Woodland Road, Shaker Heights, Ohio 44122. She is not employed.


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The Trust created under the Agreement, dated January  11, 1965, as supplemented, amended, and restated, between PNC Bank  & Alfred M. Rankin, Jr. as Co-Trustee, for the benefit of grandchildren. Mr. Rankin’s resident address is 7421 Markell Road, Waite Hill, Ohio 44094. He is (a) Executive Chairman of the Issuer at 4421 Waterfront Dr., Glen Allen, Virginia 23060, (b) Chairman, President and Chief Executive Officer of Hyster-Yale, at 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124 and (c) Chairman of NACCO, at 5875 Landerbrook Drive, Suite 220, Cleveland, Ohio 44124.

Rankin Associates V, L.P. Rankin Associates V, L.P. (“ Rankin V ”) is a Delaware limited partnership. Its principal business is to hold, under common management, securities beneficially owned by certain partners. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. RMI is the general partner of Rankin V. The following are trustees and primary beneficiaries of trusts acting as limited partners of Rankin V: Clara T. Rankin, Claiborne R. Rankin, Roger F. Rankin, Thomas T. Rankin and Alfred M. Rankin, Jr.

Rankin Associates VI, L.P. Rankin Associates VI, L.P. (“ Rankin VI ”) is a Delaware limited partnership. Its principal business is to hold, under common management, securities beneficially owned by certain partners. The address of its principal business and its principal office is 5875 Landerbrook Drive, Suite 300, Cleveland, Ohio 44124. RMI is the general partner of Rankin V. The following are trustees and primary beneficiaries of trusts acting as limited partners of Rankin V: Clara T. Rankin, Clara Rankin Williams, Thomas P. Rankin, James T. Rankin, Mathew M. Rankin, Anne F. Rankin, Elisabeth M Rankin, Chloe R Seelbach, Claiborne R. Rankin, Jr. and Julia R. Kuipers.

(d) None of the persons identified in this Item 2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the persons identified in this Item 2 has, during the last five years, been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities with respect to, federal or state securities laws or a finding of any violations with respect to such laws.

(f) All of the individuals identified in this Item 2 are citizens of the United States of America.

 

Item 3. Source and Amount of Funds or Other Consideration.

The shares of Class B Common held by the Reporting Persons were acquired on September 29, 2017 when NACCO completed the Spin-off of the Issuer to NACCO’s stockholders (the “ Spin-off ”). Immediately following the Spin-off, the Issuer became an independent public company.

To effect the Spin-off, NACCO made a distribution of all of the outstanding shares of the Issuer’s common stock held by NACCO to NACCO common stockholders as of the record date, which was the close of business on September 26, 2017. For each share of Class A common stock of NACCO, par value $1.00 per share (the “ NACCO Class  A Common ”), held on September 26, 2017, NACCO distributed one share of Class A Common and one share of Class B Common. Similarly, for each share of Class B common stock of NACCO, par value $1.00 per share (the “ NACCO Class  B Common ,” and together with the NACCO Class A Common, the “ NACCO Common ”), held on September 26, 2017, NACCO distributed one share of Class A Common and one share of Class B Common.

NACCO stockholders were not required to pay for shares of Class A Common or Class B Common received in the Spin-off, or to surrender or exchange shares of NACCO Class A Common or NACCO Class B Common or take any other action to receive the Class A Common or Class B Common.

Immediately after the Spin-off, holders of NACCO Class A Common and NACCO Class B Common held all of the outstanding shares of the Class A Common and Class B Common. In connection with the Spin-off, NACCO distributed 6,836,716 shares of Class A Common and 6,836,716 shares of Class B Common to NACCO stockholders. All share ownership information with respect to the Class A Common and the Class B Common presented in this Schedule 13D is as of immediately after the consummation of the Spin-off.


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Item 4. Purpose of Transaction.

The purpose of the Reporting Persons in entering into the Stockholders’ Agreement is to provide the Reporting Persons with the first right and option to purchase shares of Class B Common that a Reporting Person may wish to convert into Class A Common or sell or otherwise transfer to a permitted transferee (under the terms of the Class B Common) who is not a signatory to the Stockholders’ Agreement. See Item 6 for a description of the Stockholders’ Agreement.

The Reporting Persons do not have any present plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present Board of Directors (the “ Board ”) or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s charter, by-laws, or other instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of common stock of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12 (g)(4) of the Act; or (j) any action similar to any of those enumerated above.

 

Item 5. Interest in Securities of the Issuer.

(a)—(b) Although each Reporting Person disclaims beneficial ownership of any shares of Class B Common beneficially owned by each other Reporting Person, pursuant to the Act and regulations thereunder the Reporting Persons may be deemed as a group to have acquired beneficial ownership of 3,365,442 shares of Class B Common, the aggregate number of shares of Class B Common which are subject to the terms of the Stockholders’ Agreement, representing 49.23% of the outstanding Class B Common as of September 29, 2017.

Alfred M. Rankin, Jr . Mr. Rankin has the sole power to vote and dispose of 359,013 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners, (c) as trustee and beneficiary of certain trusts, shares the power to vote the 338,295 shares of Class B Common held by Rankin II with the other stockholders of RMI, as general partner of Rankin II, and shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the other individuals and entities holding limited partnership interests in Rankin II, (d) shares with his mother (Clara L.T. Rankin) the power to vote and dispose of 9,600 shares of Class B Common pursuant to an agreement with his mother, creating a trust for the benefit of her grandchildren, (e) shares with PNC Bank, N.A. the power to vote and dispose of 21,286 shares of Class B Common held by the A.M. Rankin Sr. GST Trusts for the benefit of Alfred M. Rankin, Sr.’s grandchildren, (f) is deemed to share with his spouse (Victoire G. Rankin) the power to vote and dispose of 34,936 shares of Class B Common owned by his spouse and (g) shares with his brother (Bruce T. Rankin) the power to dispose of 14,313 shares of Class B Common held in trust for the benefit of that brother. Collectively, the 1,649,814 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 24.13% of the Class B Common outstanding as of September 29, 2017.

Clara L.T. Rankin. Ms. Rankin has no power to vote or dispose of any shares of Class B Common.

Victoire G. Rankin. Ms. Rankin has the sole power to vote and to dispose of 34,936 shares of Class B Common. Ms. Rankin is deemed to share the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Rankin is deemed to share with her spouse (Alfred M. Rankin, Jr.) the power to vote and dispose of (a) 359,013 shares of


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Class B Common owned by her spouse, (b) 9,600 shares of Class B Common pursuant to an agreement with Clara L.T. Rankin, creating a trust for the benefit of Clara L.T. Rankin’s grandchildren, because her spouse is a co-trustee of such trusts, (c) 21,286 shares of Class B Common held by the A.M. Rankin Sr. GST Trusts for the benefit of Alfred M. Rankin, Sr.’s grandchildren because her spouse is trustee of such trusts and (d) 14,313 shares of Class B Common held in trust for the benefit of Bruce T. Rankin because her spouse is trustee of such trust. Collectively, the 1,649,814 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 24.13% of the Class B Common outstanding as of September 29, 2017.

Helen R. Butler. Ms. Butler has the sole power to vote and dispose of 77,289 shares of Class B Common. Ms. Butler shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Butler (a) is deemed to share with her spouse (John C. Butler, Jr.) the power to vote and dispose of 66,438 shares of Class B Common held by her spouse and (b) is deemed to share with her spouse (John C. Butler, Jr., as trustee) the power to vote and dispose of (i) 4,083 shares of Class B Common held in a trust for the benefit of her daughter (Clara R. Butler) and (ii) 3,927 shares of Class B Common held in a trust for the benefit of her son (Griffin B. Butler). Collectively, the 1,362,403 shares of Class B Common beneficially owned by Ms. Butler constitute approximately 19.93% of the Class B Common outstanding as of September 29, 2017.

Clara T. Rankin Williams. Ms. Williams has the sole power to vote and dispose of 83,769 shares of Class B Common held in trust. Ms. Williams shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Williams is deemed to share with her spouse (David B. Williams) the power to vote and dispose of 8,902 shares of Class B Common owned by her spouse. Collectively, the 1,303,337 shares of Class B Common beneficially owned by Ms. Williams constitute approximately 19.06% of the Class B Common outstanding as of September 29, 2017.

Thomas T. Rankin. Mr. Rankin has the sole power to vote and dispose of 145,965 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners Rankin IV, (c) as trustee and beneficiary of certain trusts, shares the power to vote the 338,295 shares of Class B Common held by Rankin II with the other stockholders of RMI, as general partner of Rankin II, and shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the other individuals and entities holding limited partnership interests in Rankin II and (d) is deemed to share with his spouse (Corbin K. Rankin) the power to vote and dispose of 3,622 shares of Class B Common owned by his spouse. Collectively, the 1,360,253 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 19.90% of the Class B Common outstanding as of September 29, 2017.

Matthew M. Rankin. Mr. Rankin has the sole power to vote and dispose of 8,988 shares of Class B Common. Mr. Rankin is deemed to share the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Mr. Rankin (a) shares with his brother (James T. Rankin) the power to vote and dispose of 645 shares of Class B Common held in a trust for the benefit of his daughter (Mary M. Rankin) because Mr. Rankin is co-trustee of the trust, (b) shares with his brother (James T. Rankin) the power to vote and dispose of 563 shares of Class B Common held in a trust for the benefit of his son (William A. Rankin) because Mr. Rankin is co-trustee of the trust and (c) is deemed to share with his spouse (Elizabeth B. Rankin) the power to vote and dispose of 722 shares of Class B Common owned by his spouse. Collectively, the 349,213 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 5.11% of the Class B Common outstanding as of September 29, 2017.


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James T. Rankin. Mr. Rankin has the sole power to vote and dispose of 15,768 shares of Class B Common. Mr. Rankin shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Mr. Rankin is deemed to share with his spouse (Lynne Turman Rankin) the power to vote and dispose of 563 shares of Class B Common owned by his spouse. Mr. Rankin (a) shares with his brother (Mathew M. Rankin) the power to vote and dispose of 645 shares of Class B Common held in a trust for the benefit of his daughter (Mary M. Rankin) because Mr. Rankin is co-trustee of the trust and (b) shares with his brother (Mathew M. Rankin) the power to vote and dispose of 563 shares of Class B Common held in a trust for the benefit of his son (William A. Rankin) because Mr. Rankin is co-trustee of the trust. Collectively, the 355,834 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 5.20% of the Class B Common outstanding as of September 29, 2017.

Claiborne R. Rankin. Mr. Rankin has the sole power to vote and dispose of 123,080 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners of Rankin IV, (c) as trustee and beneficiary of certain trusts, shares the power to vote the 338,295 shares of Class B Common held by Rankin II with the other stockholders of RMI, as general partner of Rankin II, and shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the other individuals and entities holding limited partnership interests in Rankin II and (d) is deemed to share with his spouse (Chloe O. Rankin) the power to vote and dispose of 2,360 shares of Class B Common owned by his spouse. Collectively, the 1,336,106 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 19.54% of the Class B Common outstanding as of September 29, 2017.

Chloe O. Rankin. Ms. Rankin has the sole power to vote and dispose of 2,360 shares of Class B Common held in a trust for her benefit. Ms. Rankin shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Rankin is deemed to share with her spouse (Claiborne R. Rankin) the power to vote and dispose of 123,080 shares of Class B Common owned by her spouse. Collectively, the 1,336,106 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 19.54% of the Class B Common outstanding as of September 29, 2017.

Chloe R. Seelbach. Ms. Seelbach has the sole power to vote and dispose of 10,568 shares of Class B Common. Ms. Seelbach is deemed to share the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Seelbach is deemed to share with her spouse (Scott Seelbach) the power to vote and dispose of 722 shares of Class B Common owned by her spouse. Collectively, the 349,585 shares of Class B Common beneficially owned by Ms. Seelbach constitute approximately 5.11% of the Class B Common outstanding as of September 29, 2017.

Claiborne R. Rankin, Jr. Mr. Rankin has the sole power to vote and dispose of 5,640 shares of Class B Common. Mr. Rankin shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Collectively, the 343,935 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 5.03% of the Class B Common outstanding as of September 29, 2017.

Roger F. Rankin. Mr. Rankin has the sole power to vote and dispose of 193,586 shares of Class B Common. Mr. Rankin (a) as trustee and beneficiary of certain trusts, shares the power to vote the 472,371 shares of Class B Common held by Rankin I with the other general partners of Rankin I and shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the other general partners and limited partners of Rankin I, (b) as trustee and beneficiary of certain trusts, shares the power to vote the 400,000 shares of Class B Common held by Rankin IV with the other general partners of Rankin IV and shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the other general partners and limited partners Rankin IV, (c) as trustee and beneficiary of certain trusts, shares the power to vote the 338,295 shares of Class B Common held by Rankin II with the other stockholders of RMI, as general partner of Rankin II, and shares the power to dispose of the


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338,295 shares of Class B Common held by Rankin II with the other individuals and entities holding limited partnership interests in Rankin II, (d) is deemed to share with his spouse (Allison A. Rankin) the power to vote and dispose of 6,613 shares of Class B Common owned by his spouse and (e) is deemed to share with his spouse (Alison A. Rankin) the power to vote and dispose of 4,133 shares of Class B Common held in trust for his daughter (A. Farnham Rankin) and 2,246 shares of Class B Common held in trust for another daughter (Elisabeth M. Rankin) for which his spouse is trustee. Collectively, the 1,417,244 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 20.73% of the Class B Common outstanding as of September 29, 2017.

Bruce T. Rankin. Mr. Rankin (a) as primary beneficiary of the Bruce T. Rankin Trust, which is a limited partner of Rankin I, shares the power to dispose of the 472,371 shares of Class B Common held by Rankin I with the general partners and the other limited partners of Rankin I, (b) as primary beneficiary of the Bruce T. Rankin Trust, which is a limited partner of Rankin IV, shares the power to dispose of the 400,000 shares of Class B Common held by Rankin IV with the general partners and the other limited partners of Rankin IV, (c) as primary beneficiary of the Bruce T. Rankin Trust, which is a limited partner of Rankin II, shares the power to dispose of the 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II and (d) is deemed to share with his brother (Alfred M. Rankin, Jr.) the power to dispose of 14,313 shares of Class B Common held by a trust created for his benefit and for which his brother is the trustee. Collectively, the 1,224,979 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 17.92% of the Class B Common outstanding as of September 29, 2017.

Martha S. Kelly. Ms. Kelly has the power to vote and dispose of 8,550 shares of Class B Common. Collectively, the 8,550 shares of Class B Common beneficially owned by Ms. Kelly constitute approximately 0.13% of the Class B Common outstanding as of September 29, 2017.

Susan Sichel. Ms. Sichel has the power to vote and dispose of 9,100 shares of Class B Common. Collectively, the 9,100 shares of Class B Common beneficially owned by Ms. Sichel constitute approximately 0.13% of the Class B Common outstanding as of September 29, 2017.

Jennifer T. Jerome. Ms. Jerome has the sole power to vote and dispose of 32,652 shares of Class B Common. Collectively, the 32,652 shares of Class B Common beneficially owned by Ms. Jerome constitute approximately 0.48% of the Class B Common outstanding as of September 29, 2017.

Caroline T. Ruschell. Ms. Ruschell has the sole power to vote and dispose of 74,747 shares of Class B Common. Collectively, the 74,747 shares of Class B Common beneficially owned by Ms. Ruschell constitute approximately 1.09% of the Class B Common outstanding as of September 29, 2017.

David F. Taplin. Mr. Taplin has the sole power to vote and dispose of 34,965 shares of Class B Common. Collectively, the 34,965 shares of Class B Common beneficially owned by Mr. Taplin constitute approximately 0.51% of the Class B Common outstanding as of September 29, 2017.

Beatrice B. Taplin. Ms. Taplin has the sole power to vote and dispose of 102,822 shares of Class B Common held in a trust for which she is the trustee. Ms. Taplin is (a) deemed to share with (National City Bank) the power to vote and dispose of 50,118 shares of Class B Common, held in trust for her grandkids, for which she is a co-trustee, (b) is deemed to share with Britton T. Taplin, Frank F. Taplin and Theodore D. Taplin (collectively, with Beatrice B. Taplin, the “ Taplin Family ”) the power to vote and dispose of 56,120 shares of Class B Common held in trust for Abigail, LLC for which she is a co-trustee with the Taplin Family and (c) is deemed to share with the Taplin Family the power to vote and dispose of 349,100 shares of Class B Common held in a trust for Abigail II, LLC for which she is a co-trustee with the Taplin Family. Collectively, the 558,160 shares of Class B Common beneficially owned by Ms. Taplin constitute approximately 8.16% of the Class B Common outstanding as of September 29, 2017.

Theodore D. Taplin. Mr. Taplin has the sole power to vote and dispose of 20,283 shares of Class B Common. Mr. Taplin is deemed to share with the Taplin Family the power to vote and dispose of 56,120 shares of Class B Common, held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of 349,100 shares of Class B Common, held in a trust for Abigail II, LLC. Collectively, the 425,503 shares of Class B Common beneficially owned by Mr. Taplin constitute approximately 6.22% of the Class B Common outstanding as of September 29, 2017.


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Britton T. Taplin. Mr. Taplin has the sole power to vote and dispose of 39,883 shares of Class B Common. Mr. Taplin is deemed to share with his spouse (DiAhn E. Taplin) the power to vote and dispose of 5,755 shares of Class B Common and is deemed to share with the Taplin Family the power to vote and dispose of 56,120 shares of Class B Common held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of 349,100 shares of Class B Common held in a trust for Abigail II, LLC. Collectively, the 450,858 shares of Class B Common beneficially owned by Mr. Taplin constitute approximately 6.59% of the Class B Common outstanding as of September 29, 2017.

Frank F. Taplin. Mr. Taplin has the sole power to vote and dispose of 43,188 shares of Class B Common. Mr. Taplin is deemed to share with the Taplin Family the power to vote and dispose of 56,120 shares of Class B Common held in trust for Abigail, LLC for which Mr. Taplin is a co-trustee with the Taplin Family and is deemed to share with the Taplin Family the power to vote and dispose of 349,100 shares of Class B Common held in a trust for Abigail II, LLC. Collectively, the 448,408 shares of Class B Common beneficially owned by Mr. Taplin constitute approximately 6.56% of the Class B Common outstanding as of September 29, 2017.

Rankin Management, Inc. RMI has the sole power to vote 338,295 shares of Class B Common held by Rankin II, has the sole power to dispose of 7,900 shares of Class B Common held by Rankin II and shares the power to dispose of 330,395 shares of Class B Common held by Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Collectively, the 338,295 shares of Class B Common beneficially owned by RMI constitute approximately 4.95% of the Class B Common outstanding as of September 29, 2017.

Rankin Associates I, L.P. Rankin I and the trusts holding limited partnership interests in Rankin I may be deemed to be a “group” as defined under the Act and therefore may be deemed as a group to beneficially own 472,371 shares of the Class B Common held by Rankin I. Although Rankin I holds the 472,371 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as General Partners, share the power to vote such shares of Class B Common. Voting actions are determined by the General Partners owning at least a majority of the general partnership interests of Rankin I. The Partners share with each other the power to dispose of such shares. Collectively, the 472,371 shares of Class B Common beneficially owned by Rankin I constitute approximately 6.91% of the Class B Common outstanding as of September 29, 2017.

The Trust created under the Agreement, dated December  28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren. The trust has no power to vote or dispose of any shares of Class B Common. Clara L.T. Rankin has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated July  20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Alfred M. Rankin Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated September  28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr. The trust has no power to vote or dispose of any shares of Class B Common. Alfred M. Rankin Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated September  28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Victoire G. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated December  29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.


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The Trust created under the Agreement, dated June  22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated September  11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Roger F. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated September  28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Alfred M. Rankin Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated October  15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin. The trust has no power to vote or dispose of any shares of Class B Common. Theodore D. Taplin has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated December  30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin. The trust has no power to vote or dispose of any shares of Class B Common. Britton T. Taplin has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated December  29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams. The trust has no power to vote or dispose of any shares of Class B Common. Alfred M. Rankin Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated December  29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler. The Trust has no power to vote or dispose of any shares of Class B Common. Alfred M. Rankin Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Corbin K. Rankin. Ms. Rankin has the sole power to vote and dispose of 3,622 shares of Class B Common. Ms. Rankin shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Rankin is deemed to share with her spouse (Thomas T. Rankin) the power to vote and dispose 145,965 shares of Class B Common owned by her spouse. Collectively, the 1,360,253 shares of Class B Common beneficially owned by Corbin K. Rankin, constitute approximately 19.90% of the Class B Common outstanding as of September 29, 2017.

Alison A. Rankin. Ms. Rankin has the sole power to vote and dispose of 6,613 shares of Class B Common held in trusts for her benefit. Ms. Rankin shares the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Rankin is deemed to share with her spouse (Roger F. Rankin) the power to vote and dispose (a) 193,586 shares of Class B Common owned by her spouse, (b) 4,133 shares of Class B Common held in trust for her daughter (A. Farnham Rankin) and (c) 2,246 shares of Class B Common held in trust for another daughter (Elisabeth M. Rankin) for which Ms. Rankin is trustee. Collectively, the 1,417,244 shares of Class B Common beneficially owned by Alison A. Rankin constitute approximately 20.73% of the Class B Common outstanding as of September 29, 2017.

National City Bank as agent under the Agreement, dated July  16, 1969, with Margaret E. Taplin. National City Bank has no power to vote or dispose of any shares of Class B Common


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Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No.  1, dated December  18, 1997, with Roger Rankin, Grantor. The Trust has no power to vote or dispose of any shares of Class B Common. Alison A. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No.  1, dated December  18, 1997, with Roger Rankin, Grantor. The Trust has no power to vote or dispose of any shares of Class B Common. Alison A. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Rankin Associates II, L.P. Rankin II is made up of the individuals and entities holding limited partnership interests in Rankin II and RMI, the general partner of Rankin II. Rankin II may be deemed to be a “group” as defined under the Exchange Act and therefore may be deemed as a group to beneficially own 338,295 shares of Class B Common held by Rankin II. Although Rankin II holds the 338,295 shares of Class B Common, it does not have any power to vote or dispose of such shares of Class B Common. RMI has the sole power to vote such shares and shares the power to dispose of such shares with the other individuals and entities holding limited partnership interests in Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. Under the terms of the Limited Partnership Agreement of Rankin II, Rankin II may not dispose of Class B Common or convert Class B Common into Class A Common without the consent of RMI and the approval of the holders of more than 75% of all of the partnership interests of Rankin II. Collectively, the 338,295 shares of Class B Common beneficially owned by Rankin II. constitute approximately 4.95% of the Class B Common outstanding as of September 29, 2017.

John C. Butler, Jr. Mr. Butler has the sole power to vote and dispose of 74,448 shares of Class B Common. Mr. Rankin has the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Mr. Rankin is deemed to share with his spouse (Helen R. Butler) the power to vote and dispose 77,289 shares of Class B Common owned by his spouse. Collectively, the 1,362,403 shares of Class B Common beneficially owned by Mr. Butler constitute approximately 19.93% of the Class B Common outstanding as of September 29, 2017.

Clara Rankin Butler. Ms. Butler has no power to vote or dispose of any shares of Class B Common.

The Trust created under the Agreement, dated July  24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin. The trust has no power to vote or dispose of any shares of Class B Common. Frank F. Taplin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

David B. Williams. Mr. Williams has the sole power to vote and dispose of 8,902 shares of Class B Common. Mr. Williams is deemed to share the power to dispose of (a) 472,371 shares of Class B Common held by Rankin I with the general partners and other limited partners of Rankin I, (b) 400,000 shares of Class B Common held by Rankin IV with the general partners and other limited partners of Rankin IV and (c) 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Mr. Williams is deemed to share with his spouse (Clara T. Rankin Williams) (a) the power to vote and dispose 77,289 shares of Class B Common beneficially owned by his spouse and (b) the power to vote (i) 3,927 shares of Class Common B, held in a trust for his daughter (Margo Jamison Victoire Williams), for which his spouse is the trustee and (ii) 2,553 shares of Class B Common, held in a trust for his daughter (Helen Charles Williams), for which his spouse is the trustee. Collectively, the 1,303,337 shares of Class B Common beneficially owned by Mr. Williams constitute approximately 19.06% of the Class B Common outstanding as of September 29, 2017.

Griffin B. Butler (by John C. Butler, Jr. as Custodian). Mr. Butler has no power to vote or dispose of any shares of Class B Common.


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The Claiborne R. Rankin, Jr. Revocable Trust dated August  25, 2000. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Alison A. Rankin as Trustee under Irrevocable Trust No.  2, dated September  11, 2000, for the benefit of A. Farnham Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Alison A. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Alison A. Rankin as Trustee under Irrevocable Trust No.  2, dated September  11, 2000, for the benefit of Elisabeth M. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Alison A. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September  11, 2000. The trust has no power to vote or dispose of any shares of Class B Common. Alison A. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Trust created under the Agreement, dated December  20, 1993 for the benefit of Matthew M. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas T. Rankin and Mathew M. Rankin, as co-trustees, have the sole power to vote and dispose of the shares of Class B Common held by the trust.

Scott Seelbach. Mr. Seelbach has the sole power to vote and dispose of 722 shares of Class Common B. Mr. Seelbach is deemed to share the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Mr. Seelbach is deemed to share with his spouse (Chloe R. Seelbach) the power to vote and dispose of 10,568 shares of Class B Common owned by his spouse. Collectively, the 349,585 shares of Class B Common beneficially owned by Scott Seelbach constitute approximately 5.11% of the Class B Common outstanding as of September 29, 2017 immediately after the consummation of the Spin-off.

Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian). Ms. Williams has no power to vote or dispose of any shares of Class B Common.

Trust created under the Agreement, dated June  1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Chloe O. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Trust created by the Agreement, dated June  17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr. The trust has no power to vote or dispose of any shares of Class B Common. Chloe O. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Clara Rankin Butler 2002 Trust, dated November  5, 2002. The trust has no power to vote or dispose of any shares of Class B Common. John C. Butler, Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Griffin Bedwell Butler 2002 Trust, dated November  5, 2002 . The trust has no power to vote or dispose of any shares of Class B Common. John C. Butler, Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Elizabeth B. Rankin. Ms. Rankin has the sole power to vote and dispose of 722 shares of Class B Common. Ms. Rankin is deemed to share the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Rankin is deemed to share with her spouse (Mathew M. Rankin) the power to vote and dispose of 10,196 shares of Class B Common owned by her spouse. Collectively, the 349,213 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 5.11% of the Class B Common outstanding as of September 29, 2017.

Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of


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Margo Jamison Victoire Williams. The trust has no power to vote or dispose of any shares of Class B Common. David Williams, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Helen Charles Williams 2004 Trust created by the Agreement, dated December  10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams. The trust has no power to vote or dispose of any shares of Class B Common. David Williams, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Helen Charles Williams (by David B.H. Williams as Custodian). Ms. Williams has no power to vote or dispose of any shares of Class B Common.

Julia L. Rankin Kuipers. Ms. Kuipers has the sole power to vote and dispose of 10,399 shares of Class B Common. Ms. Kuipers shares the power to dispose 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Kuipers is deemed to share with her spouse (Jacob A. Kuipers) the power to vote and dispose 240 shares of Class B Common owned by her spouse. Collectively, the 348,934 shares of Class B Common beneficially owned by Ms. Kuipers constitute approximately 5.10% of the Class B Common outstanding as of September 29, 2017.

Trust created by the Agreement, dated December  21, 2004 for the benefit of Julia L. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Thomas Parker Rankin. Mr. Rankin has the sole power to vote and dispose of 8,407 shares of Class B Common. Mr. Rankin shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Collectively, the 346,702 shares of Class B Common beneficially owned by Mr. Rankin constitute approximately 5.07% of the Class B Common outstanding as of September 29, 2017.

Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian). Ms. Seelbach has no power to vote or dispose of any shares of Class B Common. Scott Seelbach, as custodian, has the sole power to vote and dispose of the shares of Class B Common held by Taplin Seelbach.

Trust created by the Agreement, dated December  21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach. The trust has no power to vote or dispose of any shares of Class B Common. Chloe R. Seelbach, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Rankin Associates IV, L.P. Rankin IV may be deemed to beneficially own 400,000 shares of the Class A Common held by Rankin IV. Although Rankin IV holds the 400,000 shares of Class A Common, it does not have any power to vote or dispose of such shares of Class A Common. Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as General Partners, share the power to vote such shares of Class A Common. Voting actions are determined by the General Partners owning at least a majority of the general partnership interests of Rankin IV. The Partners share with each other the power to dispose of such shares. Collectively, the 400,000 shares of Class A Common beneficially owned by Rankin IV constitute approximately 5.85% of the Class A Common outstanding as of September 29, 2017.

Marital Trust created by the Agreement, dated January  21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin. The trust has no power to vote or dispose of any shares of Class B Common. Beatrice B. Taplin and National City Bank, as co-trustees, have the sole power to vote and dispose of the shares of Class B Common held by the trust.

Trust created by the Agreement, dated May  10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Mathew M. Rankin and James T. Rankin, as co-trustees, have the sole power to vote and dispose of the shares of Class B Common held by the trust.


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Trust created by Agreement, dated May  10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Mathew M. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Trust created by the Agreement dated December  21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach. The trust has no power to vote or dispose of any shares of Class B Common. Chloe R. Seelbach, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Lynne Turman Rankin. Ms. Rankin has the sole power to vote and dispose of 563 shares of Class B Common. Ms. Rankin shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Ms. Rankin is deemed to share with her spouse (James T. Rankin) (a) the power to vote and dispose of 15,768 shares of Class B Common owned by her spouse, (b) the power to dispose of 645 shares of Class B Common held in a trust for the benefit of her daughter (Mary M. Rankin) because her spouse is co-trustee of the trust and (c) the power to dispose of 563 shares of Class B Common held in a trust for the benefit of her son (William A. Rankin) because her spouse is co-trustee of the trust. Collectively, the 355,834 shares of Class B Common beneficially owned by Ms. Rankin constitute approximately 5.20% of the Class B Common outstanding as of September 29, 2017.

Jacob A. Kuipers. Mr. Kuipers has the sole power to vote and dispose of 240 shares of Class B Common. Mr. Kuipers shares the power to dispose of 338,295 shares of Class B Common held by Rankin II with the general partner and other limited partners of Rankin II. Mr. Kuipers is deemed to share with his spouse (Julia L. Rankin Kuipers) the power to vote and dispose of 10,399 shares of Class B Common owned by his spouse. Collectively, the 348,934 shares of Class B Common beneficially owned by Mr. Kuipers constitute approximately 5.10% of the Class B Common outstanding as of September 29, 2017.

2012 Chloe O. Rankin Trust. The trust has no power to vote or dispose of any shares of Class B Common.

2012 Corbin K. Rankin Trust. The trust has no power to vote or dispose of any shares of Class B Common.

2012 Alison A. Rankin Trust. The trust has no power to vote or dispose of any shares of Class B Common.

2012 Helen R. Butler Trust. The trust has no power to vote or dispose of any shares of Class B Common.

2012 Clara R. Williams Trust. The trust has no power to vote or dispose of any shares of Class B Common.

The David B.H. Williams Trust, David B.H. Trustee u/a/d October  14, 2009. The trust has no power to vote or dispose of any shares of Class B Common. David B.H. Williams, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Mary Marshall Rankin (by Matthew M. Rankin, as Custodian). Ms. Rankin has no power to vote or dispose of any shares of Class B Common. Mathew Rankin, as custodian, has the sole power to vote and dispose of the shares of Class B Common held by Mary Marshall Rankin.

William Alexander Rankin (by Matthew M. Rankin, as Custodian). Ms. Rankin has no power to vote or dispose of any shares of Class B Common. Mathew Rankin, as custodian, has the sole power to vote and dispose of the shares of Class B Common held by William Alexander Rankin.

Margaret Pollard Rankin (by James T. Rankin, as Custodian). Ms. Rankin has no power to vote or dispose of any shares of Class B Common. James T. Rankin, as custodian, has the sole power to vote and dispose of the shares of Class B Common held by Margaret Pollard Rankin.

Trust created by the Agreement, dated April  10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach. The trust has no power to vote or dispose of any shares of Class B Common. Chloe R. Seelbach, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.


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Trust created by the Agreement, dated December  21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach. The trust has no power to vote or dispose of any shares of Class B Common. James T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Isabelle Seelbach (by Chloe R. Seelbach, as Custodian). Ms. Seelbach has no power to vote or dispose of any shares of Class B Common.

Elisabeth M. Rankin. Ms. Rankin has no power to vote or dispose of any shares of Class B Common.

A. Farnham Rankin. Mr. Rankin has no power to vote or dispose of any shares of Class B Common.

Taplin Annuity Trust #1 of Beatrice B. Taplin dated June  18, 2011. The trust has no power to vote or dispose of any shares of Class B Common.

The Beatrice B. Taplin Trust/Custody dtd December  12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin. The trust has no power to vote or dispose of any shares of Class B Common. Beatrice B. Taplin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Ngaio T. Lowry Trust, dated February  26, 1998, Caroline T. Ruschell, Trustee. The trust has no power to vote or dispose of any shares of Class B Common. Caroline T. Ruschell, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Caroline T. Ruschell Trust Agreement dated December  8, 2005, Caroline T. Ruschell as Trustee. The trust has no power to vote or dispose of any shares of Class B Common. Caroline T. Ruschell, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Thomas E. Taplin Exempt Family Trust u/a dated January  21, 1966 as amended, Beatrice Taplin, Trustee. The trust has no power to vote or dispose of any shares of Class B Common. Beatrice B. Taplin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Thomas E. Taplin Exempt Family Trust u/a dated January  21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee. The trust has no power to vote or dispose of any shares of Class B Common. Beatrice B. Taplin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Alfred M. Rankin Jr.-Roth IRA-Brokerage Account #***** has no power to vote or dispose of any shares of Class B Common.

John C. Butler, Jr.-Roth IRA-Brokerage Account #***** has no power to vote or dispose of any shares of Class B Common.

DiAhn E. Taplin. Ms. Taplin has the sole power to vote and dispose of 5,755 shares of Class B Common. Ms. Taplin is deemed to share with her spouse (Britton T. Taplin) the power to vote and dispose of (a) 39,883 shares of Class B Common owned by her spouse, (b) 56,120 shares of Class B Common held in a trust for the benefit of Abigail LLC because her spouse is co-trustee of such trust and (c) 349,100 shares of Class B Common held in a trust for the benefit of Abigail LLC because her spouse is co-trustee of such trust. Collectively, the 450,858 shares of Class B Common beneficially owned by Ms. Taplin constitute approximately 6.59% of the Class B Common outstanding as of September 29, 2017.

BTR 2012 GST Trust for Helen R. Butler. The trust has no power to vote or dispose of any shares of Class B Common. Alfred M. Rankin, Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

BTR 2012 GST Trust for Clara R. Williams. The trust has no power to vote or dispose of any shares of Class B Common. Alfred M. Rankin, Jr., as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.


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BTR 2012 GST Trust for James T. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

BTR 2012 GST Trust for Matthew M. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

BTR 2012 GST Trust for Thomas P. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

BTR 2012 GST Trust for Chloe R. Seelbach. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

BTR 2012 GST Trust for Claiborne R. Rankin, Jr. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

BTR 2012 GST Trust for Julia R. Kuipers. The trust has no power to vote or dispose of any shares of Class B Common. Claiborne R. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

BTR 2012 GST Trust for Anne F. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Roger F. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

BTR 2012 GST Trust for Elisabeth M. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Roger F. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

The Anne F. Rankin Trust dated August  15, 2012 The trust has no power to vote or dispose of any shares of Class B Common.

Trust created by the Agreement, dated August  20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. James T. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February  2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin. The trust has no power to vote or dispose of any shares of Class B Common. Thomas P.K. Rankin, as trustee, has the sole power to vote and dispose of the shares of Class B Common held by the trust.

Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December  27, 2013 under Custody Agreement dated December  27, 2013 fbo Evelyn R. Kuipers. The trust has no power to vote or dispose of any shares of Class B Common.

2016 Anne F. Rankin Trust. The trust has no power to vote or dispose of any shares of Class B Common.

2016 Elisabeth M. Rankin Trust. The trust has no power to vote or dispose of any shares of Class B Common.

AMR Associates, L.P. AMR Associates, L.P. has no power to vote or dispose of any shares of Class B Common.


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Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III. The trust has no power to vote or dispose of any shares of Class B Common.

Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers. The trust has no power to vote or dispose of any shares of Class B Common.

Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian). Mr. Rankin has no power to vote or dispose of any shares of Class B Common.

Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian). Ms. Kuipers has no power to vote or dispose of any shares of Class B Common.

Vested Trust for James T. Rankin, Jr. U/A/D/ December  4, 2015. The trust has no power to vote or dispose of any shares of Class B Common.

Vested Trust for Margaret Pollard Rankin U/A/D/ December  4, 2015. The trust has no power to vote or dispose of any shares of Class B Common.

Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian). Ms. Kuipers has no power to vote or dispose of any shares of Class B Common.

James T. Rankin, Jr. (by James T. Rankin, as Custodian). Mr. Rankin has no power to vote or dispose of any shares of Class B Common.

Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian) . Mr. Seelbach has no power to vote or dispose of any shares of Class B Common.

The Trust created under the Agreement, dated January  11, 1965, as supplemented, amended, and restated, between PNC Bank  & Alfred M. Rankin, Jr. as Co-Trustee, for the benefit of grandchildren . The trust has no power to vote or dispose of any shares of Class B Common.

Rankin Associates V, L.P. has no power to vote or dispose of any shares of Class B Common.

Rankin Associates VI, L.P. has no power to vote or dispose of any shares of Class B Common.

 

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The Stockholders’ Agreement, filed as Exhibit 1 hereto and incorporated herein by reference, requires a Reporting Person to offer the shares of Class B Common beneficially owned by such Reporting Person to all of the other Reporting Persons upon the occurrence of either of the following: (a) the proposed conversion of shares of Class B Common by such signatory into shares of Class A Common and (b) the proposed sale, transfer or other disposition of Class B Common by such Reporting Person to any permitted transferee (under the terms of the Class B Common) who is not a Reporting Person to the Stockholders’ Agreement. In either of these cases, the Reporting Person proposing to enter into one of these transactions must notify all of the other Reporting Persons and then must allow each such other Reporting Person the opportunity to purchase such Reporting Person’s pro rata portion of the shares of Class B Common that are subject to the proposed transaction in accordance with the procedures described below. The Stockholders’ Agreement, however, does not restrict transfers of Class B Common among the Reporting Persons or any other permitted transferee who becomes a signatory to the Stockholders’ Agreement.

A Reporting Person proposing to engage in a transaction triggering a right of first refusal must first give written notice of the proposed transaction by registered mail to the Issuer, which acts as depository under the Stockholders’ Agreement. The depository, in turn, is required to send such notice promptly to all of the other Reporting Persons. Following receipt of such notice, each other Reporting Person will have seven business days to elect whether or not to purchase his, her or its pro rata portion of the shares of the Class B Common which have triggered a right of first refusal. A Reporting Person’s pro rata portion will be determined by dividing the number of shares of Class B Common which such person owns by the number of shares of Class B Common which are owned by all of the other Reporting Persons who similarly may elect to purchase the shares of Class B Common which have triggered the right of first refusal. A notice electing to purchase a pro rata portion of the shares of Class B Common must be sent


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to the depository by the end of the seven business day period. If the Reporting Persons electing to purchase do not elect to purchase all of the shares of Class B Common, then such Reporting Persons have an additional five business days to agree among themselves how to allocate the shares not purchased. If they cannot reach any agreement, the allocation shall be pro rata. If there are still shares of Class B Common which are not purchased following such allocation, then the Issuer shall have an additional three business days to decide whether or not to purchase the remaining shares. The Issuer, however, is under no obligation to purchase any such shares.

Following the completion of such procedures, the Reporting Person who has triggered the right of first refusal is free, for a period of 30 business days, to convert the shares of Class B Common, if any, which remain, into shares of Class A Common. If the Reporting Person had originally proposed to transfer the shares, such Reporting Person would be free to transfer shares of Class A Common in accordance with the originally proposed transaction.

Reporting Persons who elect to exercise the right of first refusal and purchase shares of Class B Common may pay for such shares in cash, an equivalent number of shares of Class A Common, or in a combination of cash and shares of Class A Common. The purchase price to be paid is the higher of what is specified in the notice sent by the Reporting Person who has triggered the right of first refusal and the average of the last sales price of Class A Common on the New York Stock Exchange for the five days prior to the date of such notice.

The Stockholders’ Agreement only restricts the conversion, or the sales or other disposition outside of the Stockholders’ Agreement, of shares of Class B Common held by each Reporting Person. The Stockholders’ Agreement does not restrict in any respect how a Reporting Person may vote the shares of Class B Common which that are subject to the terms of the Stockholders’ Agreement. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Shareholders’ Agreement.

Transfer Restriction Agreement

Under the terms of the Transfer Restriction Agreement, dated as of September 29, 2017 (the “ TRA ”), filed as Exhibit 2 hereto and incorporated herein by reference, the Issuer, NACCO, and certain signatories thereto have agreed to certain restrictions on transactions involving securities of the Issuer or NACCO. Absent a ruling from the Internal Revenue Service (“ IRS ”), an unqualified tax opinion from approved counsel, or approval by the Issuer as the administrator of the TRA, the TRA prohibits members of NACCO’s extended founding family, for a two-year period following the Spin-off, from (a) acquiring any stock of either NACCO or the Issuer (other than acquisitions of stock pursuant to an equity compensation plan of either NACCO or Issuer) or (b) transferring directly or indirectly any stock owned by the extended founding family .

The TRA further provides that the five-percent voting limitation on transfers of Issuer voting power will be converted to a 35-percent limitation if NACCO or Issuer obtains a private letter ruling from the IRS or an unqualified tax opinion substantially to the effect that the increase in voting power by holders of Class B Common by reason of the conversion by other holders of Class B Common to Class A Common will not be taken into account for purposes of Section 355(e) of the Internal Revenue Code.

Rankin Associates I, L.P.

Under the terms of the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002 (as amended, the “ Rankin I Partnership Agreement ”), filed as Exhibit 3 hereto and incorporated herein by reference, as amended by that certain Written Consent of General Partners of Rankin Associates I, L.P., dated as of December 31, 2012, filed as Exhibit 4 hereto and incorporated herein by reference, as amended by that certain Addendum to the Second Amended and Restated Limited Partnership Agreement, dated as of October 28, 2016, filed as Exhibit 5 hereto and incorporated herein by reference, Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, as trustees and primary beneficiaries of trusts acting as general partners of Rankin I (the “ Rankin I General Partners ”), share the power to vote the Class A Common and Class B Common held by Rankin I. Further, under such terms, voting actions are determined by the Rankin I General Partners owning at least a majority of the general partnership interests of Rankin I. Each of the trusts holding general and limited partnership interests in Rankin I share with each other the power to dispose of Class A Common and Class B Common held by Rankin I. Under the terms of the Rankin I Partnership Agreement, Rankin I may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the Rankin I General Partners holding more than 75% of the general partnership interests in


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Rankin I and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin I (“ Rankin I Partnership Interests ”).

The Rankin I Partnership Agreement restricts the transfer of Rankin I Partnership Interests by the partners and provides the partners and Rankin I with a right of first refusal to acquire Rankin I Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin I Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin I Partnership Agreement.

Rankin Associates II, L.P.

Under the terms of the Limited Partnership Agreement of Rankin Associates II, L.P. (“ Rankin II ”), dated as of February 6, 1998 (as amended, the “ Rankin II Partnership Agreement ”), filed as Exhibit 6 hereto and incorporated herein by reference, as amended by that certain Amendment No. 1 to Limited Partnership Agreement of Rankin II, dated as of December 26, 2001, filed as Exhibit 7 hereto and incorporated herein by reference, and as amended by that certain Amendment No. 2 to Limited Partnership Agreement of Rankin II, dated as of December 17, 2002, filed as Exhibit 8 hereto and incorporated herein by reference, RMI, as the general partner of Rankin II, has the sole power to vote the Class A Common and Class B Common held by Rankin II. RMI exercises such powers by action of its board of directors, which acts by majority vote and consists of Alfred M. Rankin, Jr., Thomas T. Rankin, Claiborne R. Rankin and Roger F. Rankin, the individual trusts of whom are the stockholders of RMI. RMI shares the power to dispose of the Class A Common and Class B Common held by Rankin II with the other individuals and entities holding limited partnership interests in Rankin II. Under the terms of the Rankin II Partnership Agreement, Rankin II may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of RMI and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin II (“ Rankin II Partnership Interests ”).

The Rankin II Partnership Agreement restricts the transfer of Rankin II Partnership Interests by the partners and provides the partners and Rankin II with a right of first refusal to acquire Rankin II Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin II Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin II Partnership Agreement.

Rankin Associates IV, L.P.

Under the terms of the Amended and Restated Rankin IV Partnership Agreement, dated as of February 7, 2005 (as amended, the “ Rankin IV Partnership Agreement ”), filed as Exhibit 9 hereto and incorporated herein by reference, as amended by that certain Amendment to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of March 22, 2006, filed as Exhibit 10 hereto and incorporated herein by reference, and as amended by that certain Addendum to the Amended and Restated Limited Partnership Agreement of Rankin IV, dated as of October 28, 2016, filed as Exhibit 11 hereto and incorporated herein by reference, the general partners share the power to vote the Class A Common and Class B Common held by Rankin IV. Further, under such terms, voting actions are determined by the general partners owning at least a majority of the general partnership interests of Rankin IV. Each of the trusts holding general and limited partnership interests in Rankin IV share with each other the power to dispose of Class A Common and Class B Common held by Rankin IV. Under the terms of the Rankin IV Partnership Agreement, Rankin IV may not dispose of Class A Common or Class B Common, or convert Class B Common into Class A Common, without the consent of the general partners holding more than 75% of the general partnership interests in Rankin IV and the consent of the holders of more than 75% of all partnership interests, including the general partnership interests, in Rankin IV (the “ Rankin IV Partnership Interests ”).

The Rankin IV Partnership Agreement restricts the transfer of Rankin IV Partnership Interests by the partners and provides the partners and Rankin IV with a right of first refusal to acquire Rankin IV Partnership Interests that a partner desires to sell and a repurchase obligation to compel the sale of Rankin IV Partnership Interests by the partners under certain circumstances. This description of the transfer restrictions, rights of first refusal and repurchase obligations is qualified by reference to the Rankin IV Partnership Agreement.

Except as set forth above in this Schedule 13D or the exhibits hereto, none of the persons named in response to Item 2 hereof have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person


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with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits or loss, or the giving or withholding of proxies.

 

Item 7. Material to be Filed as Exhibits.

 

Exhibit 1    Stockholders’ Agreement, dated as of September 29, 2017, by and among the Issuer and the Participating Stockholders (incorporated by reference to Exhibit 10.4 of the Issuer’s Current Report on Form 8-K, filed on October 4, 2017 (Commission File No. 001-38214)).
Exhibit 2    Transfer Restriction Agreement, dated as of September 29, 2017, by and among the Issuer, NACCO and the signatories thereto.
Exhibit 3    Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002, as amended (incorporated by reference to Exhibit 2 of the Schedule 13D, as amended, related to the NACCO Class B Common, initially filed on March 27, 2002 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-38001)).
Exhibit 4    Written Consent of General Partners of Rankin Associates I, L.P., executed as of December 31, 2012 (incorporated by reference to Exhibit 8 of the Schedule 13D, as amended, related to Hyster-Yale Materials Handling, Inc. Class B common stock, initially filed on February 14, 2012 by Rankin Associates I, L.P. and other persons named therein (Commission File No. 005-87003)).
Exhibit 5    Addendum to the Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of October 28, 2016.
Exhibit 6    Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended (incorporated by reference to Exhibit 4 of the Schedule 13D, as amended, related to the NACCO Class B Common, initially filed on February 18, 1998 by Rankin Associates II, L.P. and other persons named therein (Commission File No. 005-38001)).
Exhibit 7    Amendment No. 1 to Limited Partnership Agreement of Rankin II, L.P., dated as of December 26, 2001.
Exhibit 8    Amendment No. 2 to Limited Partnership Agreement of Rankin II, L.P., dated as of December 17, 2002.
Exhibit 9    Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of February 7, 2005, as amended (incorporated by reference to Exhibit 1 of the Schedule 13D, as amended, related to the NACCO Class A Common, initially filed on February 15, 2005 by Rankin Associates IV, L.P. and other persons named therein (Commission File No. 005- 38001)).
Exhibit 10    Amendment to the Amended and Restated Limited Partnership Agreement of Rankin IV, L.P., dated as of March 22, 2006.
Exhibit 11    Addendum to the Amended and Restated Limited Partnership Agreement of Rankin IV, L.P., dated as of October 28, 2016.
Exhibit 12    Joint Filing Agreement
Exhibit 13    Power of Attorney (included in Exhibit 1)

[Signatures begin on the next page.]


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[The remainder of this page was intentionally left blank.]


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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: October 6, 2017

 

/s/ Alfred M. Rankin, Jr.

Name: Alfred M. Rankin, Jr., on behalf of himself, and as:

Attorney-in-Fact for Clara L. T. Rankin*

Attorney-in-Fact for Victoire G. Rankin*

Attorney-in-Fact for Helen R. Butler*

Attorney-in-Fact for Clara T. Rankin Williams*

Attorney-in-Fact for Thomas T. Rankin*

Attorney-in-Fact for Matthew M. Rankin*

Attorney-in-Fact for James T. Rankin*

Attorney-in-Fact for Claiborne R. Rankin*

Attorney-in-Fact for Chloe O. Rankin*

Attorney-in-Fact for Chloe R. Seelbach*

Attorney-in-Fact for Claiborne R. Rankin, Jr.*

Attorney-in-Fact for Roger F. Rankin*

Attorney-in-Fact for Bruce T. Rankin*

Attorney-in-Fact for Martha S. Kelly*

Attorney-in-Fact for Susan Sichel*

Attorney-in-Fact for Jennifer T. Jerome*

Attorney-in-Fact for Caroline T. Ruschell*

Attorney-in-Fact for David F. Taplin*

Attorney-in-Fact for Beatrice B. Taplin*

Attorney-in-Fact for Theodore D. Taplin*

Attorney-in-Fact for Britton T. Taplin*

Attorney-in-Fact for Frank F. Taplin*

Attorney-in-Fact for Rankin Management, Inc.*

Attorney-in-Fact for Rankin Associates I, L.P.*

Attorney-in-Fact for The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren*

Attorney-in-Fact for The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.*

Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin*


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Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin*

Attorney-in-Fact for The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin*

Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams*

Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler*

Attorney-in-Fact for Corbin Rankin*

Attorney-in-Fact for Alison A. Rankin*

Attorney-in-Fact for National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin*

Attorney-in-Fact for Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor*

Attorney-in-Fact for Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor*

Attorney-in-Fact for Rankin Associates II, L.P.*

Attorney-in-Fact for John C. Butler, Jr.*

Attorney-in-Fact for Clara Rankin Butler (by John C. Butler, Jr. as custodian)*


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Attorney-in-Fact for The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin*

Attorney-in-Fact for David B. Williams*

Attorney-in-Fact for Griffin B. Butler (by John C. Butler, Jr. as Custodian)*

Attorney-in-Fact for The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000*

Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin*

Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin*

Attorney-in-Fact for Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000*

Attorney-in-Fact for The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin*

Attorney-in-Fact for Scott Seelbach*

Attorney-in-Fact for Margo Jamison Victoire Williams (by Clara Rankin Williams as
Custodian)*

Attorney-in-Fact for Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin*

Attorney-in-Fact for Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr. *

Attorney-in-Fact for Clara Rankin Butler 2002 Trust, dated November 5, 2002 *

Attorney-in-Fact for Griffin Bedwell Butler 2002 Trust, dated November 5, 2002 *

Attorney-in-Fact for Elizabeth B. Rankin*

Attorney-in-Fact for Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams*

Attorney-in-Fact for Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams*

Attorney-in-Fact for Helen Charles Williams (by David B.H. Williams as Custodian of Helen Charles Williams)*

Attorney-in-Fact for Julia L. Rankin Kuipers*

Attorney-in-Fact for Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin*

Attorney-in-Fact for Thomas Parker Rankin*


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Attorney-in-Fact for Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian under the Ohio Transfers to Minors Act)*

Attorney-in-Fact for Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach*

Attorney-in-Fact for Rankin Associates IV, L.P.*

Attorney-in-Fact for Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin*

Attorney-in-Fact for Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin*

Attorney-in-Fact for Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin*

Attorney-in-Fact for Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach*

Attorney-in-Fact for Lynne Turman Rankin*

Attorney-in-Fact for Jacob A. Kuipers*

Attorney-in-Fact for 2012 Chloe O. Rankin Trust*

Attorney-in-Fact for 2012 Corbin K. Rankin Trust*

Attorney-in-Fact for 2012 Alison A. Rankin Trust*

Attorney-in-Fact for 2012 Helen R. Butler Trust*

Attorney-in-Fact for 2012 Clara R. Williams Trust*

Attorney-in-Fact for The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009*

Attorney-in-Fact for Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)*

Attorney-in-Fact for William Alexander Rankin (by Matthew M. Rankin, as Custodian)*

Attorney-in-Fact for Margaret Pollard Rankin (by James T. Rankin, as Custodian)*

Attorney-in-Fact for Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach*

Attorney-in-Fact for Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach*

Attorney-in-Fact for Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)*

Attorney-in-Fact for Elisabeth M. Rankin*

Attorney-in-Fact for A. Farnham Rankin*

Attorney-in-Fact for Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011*


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Attorney-in-Fact for The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin*

Attorney-in-Fact for Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee*

Attorney-in-Fact for Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee*

Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 as amended, Beatrice Taplin, Trustee*

Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee*

Attorney-in-Fact for Alfred M. Rankin Jr.-Roth IRA-Brokerage Account #******

Attorney-in-Fact for John C. Butler, Jr.-Roth IRA-Brokerage Account #******

Attorney-in-Fact for DiAhn Taplin*

Attorney-in-Fact for BTR 2012 GST for Helen R. Butler*

Attorney-in-Fact for BTR 2012 GST for Clara R. Williams*

Attorney-in-Fact for BTR 2012 GST for James T. Rankin*

Attorney-in-Fact for BTR 2012 GST for Matthew M. Rankin*

Attorney-in-Fact for BTR 2012 GST for Thomas P. Rankin*

Attorney-in-Fact for BTR 2012 GST for Chloe R. Seelbach*

Attorney-in-Fact for BTR 2012 GST for Claiborne R. Rankin, Jr.*

Attorney-in-Fact for BTR 2012 GST for Julia R. Kuipers*

Attorney-in-Fact for BTR 2012 GST for Anne F. Rankin*

Attorney-in-Fact for BTR 2012 GST for Elisabeth M. Rankin*

Attorney-in-Fact for The Anne F. Rankin Trust dated August 15, 2012*

Attorney-in-Fact for Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin*

Attorney-in-Fact for Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin*

Attorney-in-Fact for Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers*


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Attorney-in-Fact for 2016 Anne F. Rankin Trust*

Attorney-in-Fact for 2016 Elisabeth M. Rankin Trust*

Attorney-in-Fact for AMR Associates, LP*

Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III*

Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers*

Attorney-in-Fact for Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)*

Attorney-in-Fact for Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)*

Attorney-in-Fact for Vested Trust for James T. Rankin, Jr. U/A/D/ December 4, 2015*

Attorney-in-Fact for Vested Trust for Margaret Pollard Rankin U/A/D/ December 4, 2015*

Attorney-in-Fact for Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)*

Attorney-in-Fact for James T. Rankin, Jr. (by James T. Rankin, as Custodian)*

Attorney-in-Fact for Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)*

Attorney-in-Fact for Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren*

Attorney-in-Fact for Rankin Associates V, L.P.*

Attorney-in-Fact for Rankin Associates VI, L.P.*

 

* The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 13.

Exhibit 2

TRANSFER RESTRICTION AGREEMENT

This Transfer Restriction Agreement, dated as of September 29, 2017, (this “ Agreement ”), is by and among NACCO Industries, Inc., a Delaware corporation (“ NACCO ”), Hamilton Beach Brands Holding Company, a Delaware corporation (“ Hamilton Beach Holding ”), each of the undersigned members of the Rankin and Taplin families (each an “ Undersigned Family Member ” and, collectively, the “ Undersigned Family Members ”), and Hamilton Beach Holding, in its capacity as the Administrator.

WHEREAS, this Agreement is being entered into in connection with NACCO’s spin-off of Hamilton Beach Holding to NACCO stockholders (the “ Spin-Off ”) as more fully described in Hamilton Beach Holding’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on August 21, 2017, as amended;

WHEREAS, to effect the Spin-Off, NACCO will make a distribution of all of the outstanding shares of Hamilton Beach Holding common stock to holders of NACCO Class A Common Stock (“ NACCO Class  A Common Stock ”) and NACCO Class B Common Stock (“ NACCO Class  B Common Stock ” and together with NACCO Class A Common Stock, the “ NACCO Common Stock ”);

WHEREAS, each holder of NACCO Common Stock will receive one share of Hamilton Beach Holding Class A common stock (“ Hamilton Beach Holding Class  A Common Stock ”) and one share of Hamilton Beach Holding Class B common stock (“ Hamilton Beach Holding Class  B Common Stock ” and together with the Hamilton Beach Holding Class A Common Stock, the “ Hamilton Beach Holding Common Stock ”), for each share of NACCO Common Stock held by such holder;

WHEREAS, as of the date hereof, the Family Members Beneficially Own an aggregate of (i) 1,822,685 shares of NACCO Class A Common Stock and (ii) 1,542,757 shares of NACCO Class B Common Stock, by the persons and in the amounts set forth on Schedule 1 hereto;

WHEREAS, immediately following the Spin-Off, the Family Members will Beneficially Own an aggregate of (i) 3,365,442 shares of Hamilton Beach Holding Class A Common Stock and (ii) 3,365,442 shares of Hamilton Beach Holding Class B Common Stock, by the persons and in the amounts set forth on Schedule 1 hereto;

WHEREAS, the Spin-Off is being undertaken pursuant to a single, integrated plan and for federal income tax purposes it is intended that the Spin-Off will qualify as tax-free under Section 355 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and the rules and regulations promulgated thereunder, except to the extent that NACCO shareholders receive cash in lieu of fractional shares of Hamilton Beach Holding Common Stock;

WHEREAS, the parties hereto desire to maintain favorable tax treatment for the Spin-Off and to cause the Spin-Off to qualify as tax-free under Section 355 of the Code; and

WHEREAS, this Agreement is being entered into, in part, in order to maintain favorable tax treatment for the Spin-Off pursuant to Section 355 of the Code and the rules and regulations promulgated thereunder (including, but not limited to, Treasury Regulations Section 1.355-7).

 

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NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein, and for other good and valuable consideration, the receipt of which are hereby acknowledged, each of the parties hereby agree as follows:

 

1. CERTAIN DEFINITIONS .

As used in this Agreement and the schedules hereto, the following terms have the respective meanings set forth below.

Acquire ” means to purchase or otherwise acquire, or enter into any agreement with respect to the purchase or acquisition of, any security that is treated as an acquisition of Beneficial Ownership. For the avoidance of doubt, Acquire will include any Constructive Acquisition that is treated as an acquisition of Beneficial Ownership.

Acquisition ” means a purchase or other acquisition, or entering into any agreement with respect to the purchase or acquisition of any security that is treated as an acquisition of Beneficial Ownership. For the avoidance of doubt an Acquisition will include any Constructive Acquisition that is treated as an acquisition of Beneficial Ownership.

Affiliate ” means, as to any Person, any other Person that, directly or indirectly, Controls, or is Controlled by, or is under common Control with, such Person. For this purpose, “Control” (including, with its correlative meanings, “Controlled by” and “under common Control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies of a Person, whether through the ownership of securities or partnership or other ownership interests, by contract or otherwise, and with respect to a natural Person, such Person’s immediate family members and any trust, partnership, limited liability company or similar vehicle established and maintained for the benefit of such Person. For purposes of this Agreement, (i) no Family Member shall be deemed an Affiliate of any other Family Member, (ii) none of NACCO or Hamilton Beach Holding shall be considered an Affiliate of any Family Member, (iii) none of NACCO or any of its subsidiaries shall be deemed to be an Affiliate of Hamilton Beach Holding and (iv) after completion of the Spin-Off, none of Hamilton Beach Holding or any of its subsidiaries shall be deemed to be an Affiliate of NACCO.

Beneficial Owner ” and “Beneficial Ownership” and words of similar import have the meaning assigned to such terms for United States federal income tax purposes. For the avoidance of doubt, Beneficial Ownership as of the date of this Agreement is set forth on Schedule 1.

Board of Directors ” means the Board of Directors of NACCO or Hamilton Beach Holding, as applicable.

Charitable Transferee ” means, with respect to any Family Member, any organization to which Section 501 of the Code applies and which is Controlled, directly or indirectly, solely by such Family Member and/or one or more Related Parties with respect to such Family Member.

Constructive Acquisition ” means entering into or acquiring a derivative contract with respect to a security, entering into or acquiring a futures or forward contract or option to acquire

 

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a security or entering into any other hedging or other derivative transaction that has the effect of assuming the material economic benefits and risks of ownership.

Constructive Disposition ” means entering into or acquiring an offsetting derivative contract with respect to a security, entering into or acquiring a futures or forward contract or option to deliver a security or entering into any other hedging or other derivative transaction that has the effect of materially divesting the economic benefits and risks of ownership.

Convertible Securities ” means (x) any securities of a Person (other than any class or series of common stock) or any subsidiary thereof that are convertible into or exercisable or exchangeable for any shares of any class or series of common stock, whether upon conversion, exercise, exchange, pursuant to antidilution provisions of such securities or otherwise, (y) any securities of any other Person that are convertible into or exercisable or exchangeable for, securities of such Person or any other Person, whether upon conversion, exercise, exchange, pursuant to antidilution provisions of such securities or otherwise, and (z) any subscriptions, options, rights, warrants, calls, convertible or exchangeable securities (or any similar securities) or agreements or arrangements of any character to Acquire common stock, preferred stock or other capital stock.

Counsel ” means McDermott Will & Emery LLP.

Direct Relatives ” means, with respect to any Person, the spouse, siblings (whether by the whole or half blood) and lineal descendants and ancestors (which shall include a Person adopted before the age of 18) of such Person; for the avoidance of doubt, such term shall not include such Person’s in-laws, cousins, sibling’s lineal descendents (e.g., nieces or nephews) or parent’s siblings (i.e., uncles or aunts).

Equity Security ” means (i) any common stock, preferred stock or other capital stock, (ii) any securities convertible into or exchangeable for common stock, preferred stock or other capital stock or (iii) any subscriptions, options, rights, warrants, calls, convertible or exchangeable securities (or any similar securities) or agreements of any character to Acquire common stock, preferred stock or other capital stock.

Exempt Gift ” means, with respect to any Family Member Shares, any transfer to the extent that it is treated as a gift for U.S. federal income tax purposes:

(i)    by an Undersigned Family Member to an Exempt Transferee; or

(ii)    by an Exempt Transferee to a Subsequent Exempt Transferee of any Family Member Shares (or any substitute therefor) received from an Undersigned Family Member, but only if such transfer of such Family Member Shares would have qualified as an Exempt Gift under clause (i) above if such transfer were directly from the Undersigned Family Member to the Subsequent Exempt Transferee;

provided, however, that no transfer pursuant to clause (i) or (ii) shall be an Exempt Gift unless each Person to whom any such transfer is made (unless such Person is already a party and so bound) simultaneously therewith becomes a party to this Agreement and

 

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agrees to be bound hereby with respect to such Family Member Shares to the same extent as such Family Member.

Exempt Transferee ” means, with respect to an Undersigned Family Member, any Related Party of such Undersigned Family Member.

Exempt Voting Transfer ” means, with respect to any Family Member Shares, any Transfer:

(i)    by an Undersigned Family Member to an Exempt Transferee;

(ii)    by an Exempt Transferee to a Subsequent Exempt Transferee of any Family Member Shares (or any substitute therefor) received from an Undersigned Family Member, but only if the Transfer of such Family Member Shares would have qualified as an Exempt Voting Transfer under clause (i) above if the Transfer were directly from the Undersigned Family Member to the Subsequent Exempt Transferee; or

(iii)    that is a Permitted Pledge or Permitted Constructive Disposition;

provided, however, that no Transfer pursuant to clause (i) or (ii) shall be an Exempt Voting Transfer unless each Person to whom any such Transfer is made (unless such Person is already a party and so bound) simultaneously therewith becomes a party to this Agreement and agrees to be bound hereby with respect to such Family Member Shares to the same extent as such Family Member.

Family Member ” means (i) each Undersigned Family Member and (ii) each other Person (including any Permitted Transferee) who is required to become or becomes a party to this Agreement, in each case, for so long as such Person is the Beneficial Owner of any Family Member Shares.

Family Member Shares ” means, with respect to any Family Member (including any Permitted Transferee), any and all shares of NACCO Common Stock and Hamilton Beach Holding Common Stock Beneficially Owned by such Family Member as of the relevant determination date (including any shares of NACCO Common Stock and Hamilton Beach Holding Common Stock Acquired by such Family Member following the date hereof).

IRS ” means the U.S. Internal Revenue Service or any successor thereto, including, but not limited to, its agents, representatives, and attorneys.

Law ” means any U.S. or non-U.S. federal, national, supranational, state, provincial, local or similar statute, treaty, law, ordinance, regulation, rule, code, administrative pronouncement, order, requirement or rule of law (including common law).

Lock-Up Period ” means the period beginning on the date of the Spin-Off and ending on the day after the second (2nd) anniversary of the date thereof.

 

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Opinion ” means the opinion of Counsel with respect to certain tax aspects of the Spin-Off.

Permitted Constructive Disposition ” means, with respect to a security, a Constructive Disposition that does not, and will not at any subsequent time, result in a transfer of ownership of such security for federal income tax purposes, so long as, in the case of an Equity Security, the Person effecting such Constructive Disposition retains the sole right to vote such Equity Security in accordance with this Agreement and otherwise complies with his, her or its obligations hereunder, in all material respects.

Permitted Pledge ” means the pledge by any Family Member of Family Member Shares, Equity Securities or any Convertible Securities of NACCO or Hamilton Beach Holding Beneficially Owned by any Family Member to a bank or other financial institution to secure indebtedness, which pledge and related indebtedness is on customary terms and conditions and which (prior to any default or foreclosure thereunder) does not (i) interfere with or limit such Person’s rights or obligations hereunder to vote such Family Member Shares, Equity Securities or Convertible Securities, (ii) constitute a proxy in favor of a third party in respect of rights to vote such Family Member Shares, Equity Securities or Convertible Securities, (iii) interfere with or limit such Person’s or any Family Member’s ability to otherwise comply with his, her or its obligations hereunder, in any material respect, or (iv) result in a transfer of ownership of such securities for federal income tax purposes.

Permitted Transferee ” means, with respect to any Family Member, any Person to whom any of such Family Member’s Family Member Shares are Transferred, directly or indirectly, in an Exempt Voting Transfer, in each case where such Person becomes a party to this Agreement and a Family Member pursuant to any provision of this Agreement, in each case, so long as such Person is, or becomes as a result of such Transfer, the Beneficial Owner of any Family Member Shares.

Person ” means any individual, person, entity, general partnership, limited partnership, limited liability partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association, foreign trust or foreign business organization and the heirs, executors, administrators, legal representatives, successors and assigns of the “Person” when the context so permits.

Qualified Trust ” means, with respect to any Family Member, any trust with respect to which such Family Member or a Related Party is the grantor.

Related Party ” means, with respect to any Family Member (including any Permitted Transferee):

(i)    the Direct Relatives of such Family Member;

(ii)    any Qualified Trust with respect to such Family Member;

(iii)    a corporation, limited liability company, or other entity organized under the laws of any state in the United States which is Controlled by, and all equity, participation, beneficial or similar interests (and rights to Acquire any

 

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thereof, contingently or otherwise) of which are Beneficially Owned solely by, such Person or such Person and one or more Related Parties of such Person referred to in this definition; or

(iv)    any other Person who is related to such Family Member as described in Section 355(d)(7)(A) of the Code.

Representatives ” means, as to any Person, that Person’s investment bankers, financial advisors, attorneys, accountants, agents and other representatives. Representatives of NACCO or Hamilton Beach Holding shall be deemed to not be Representatives of any Family Member, unless also acting for or representing a Family Member. Representatives of NACCO shall be deemed to not be Representatives of Hamilton Beach Holding, unless also acting for or representing Hamilton Beach Holding, and Representatives of Hamilton Beach Holding shall be deemed to not be Representatives of NACCO, unless also acting for or representing NACCO.

Share Conversion ” means the conversion of NACCO Class B Common Stock into NACCO Class A Common Stock or the conversion of Hamilton Beach Holding Class B Common Stock into Hamilton Beach Holding Class A Common Stock.

Share Swap ” means (i) with respect to NACCO, a transaction in which one Family Member exchanges NACCO Class A Common Stock for NACCO Class B Common Stock held by another Family Member, or (ii) with respect to Hamilton Beach Holding, a transaction in which one Family Member exchanges Hamilton Beach Holding Class A Common Stock for Hamilton Beach Holding Class B Common Stock held by another Family Member.

Subsequent Exempt Transferee ” means, with respect to an Exempt Transferee, any Related Party of such Exempt Transferee.

Tax-Free Status of the Spin-Off ” means the tax-free treatment accorded to the Spin-Off as set forth in the Opinion.

Taxing Authority ” means any governmental authority or any subdivision, agency, commission or entity thereof or any quasi-governmental or private body having jurisdiction over the assessment, determination, collection or imposition of any tax (including the IRS).

Transfer ” means, when used as a verb, to sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any agreement with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, any security; and when used as a noun, a sale, transfer (including by operation of law), gift, pledge, encumbrance, assignment or other disposition of, or the entering into of any agreement with respect to the sale transfer, gift, pledge, encumbrance, assignment or other disposition of (including any Constructive Disposition of), any security.

Unqualified Tax Opinion ” means a reasoned “will” opinion, without qualifications, of a nationally recognized law firm to the effect that a transaction will not affect the Tax-Free Status of the Spin-Off. For purposes of this definition, an opinion is reasoned if it describes the reasons for the conclusions and includes the facts, assumptions, and supporting legal analysis.

 

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Voting Shift ” means the increase in voting power of the Hamilton Beach Holding Common Stock held by the Family Members resulting from the Share Conversion of Hamilton Beach Holding Common Stock by Hamilton Beach Holding shareholders other than the Family Members.

 

2. STANDSTILL; TRANSFER RESTRICTIONS .

 

  (a)     Standstill .

(i)    During the Lock-Up Period each Family Member agrees that he, she or it shall not and shall not agree to, and shall cause each of his, her or its Affiliates not to, and not to agree to, in each case without the express written consent of the Administrator, which consent shall not be unreasonably withheld, do any of the following:

(A)    effect any Acquisition of any Equity Securities of, or Convertible Securities with respect to, NACCO or Hamilton Beach Holding or any of their respective subsidiaries, or enter into any agreement, understanding, arrangement or substantial negotiations (all within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7) concerning any of the foregoing;

(B)    request that NACCO or Hamilton Beach Holding amend or waive any provision of this paragraph, or make any public announcement with respect to the restrictions of this paragraph, or take any action, in each case, which would reasonably be expected to require NACCO or Hamilton Beach Holding to make a public announcement regarding the possibility of a business combination or merger.

(ii)    Section 2(a)(i) shall not apply to any Acquisition of Equity Securities of, or Convertible Securities with respect to, NACCO or Hamilton Beach Holding by a Family Member pursuant to an equity compensation plan of either NACCO or Hamilton Beach Holding.

 

  (b)     Restrictions on Transfer .

(i)    During the Lock-Up Period, each Family Member agrees that he, she or it shall not and shall not agree to, and shall cause each of his, her or its Affiliates not to, and not to agree to, in each case without the express written consent of the Administrator, which consent shall not be unreasonably withheld, do any of the following:

(A)    directly or indirectly (x) deposit any Family Member Shares into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to any Family Member Shares, (y) take any action that would make any representation or warranty of the Family Members set forth in this Agreement untrue or incorrect in any material respect or have the effect of preventing or materially delaying the Family Members from performing any of their obligations under this Agreement, or (z) agree (whether or not in

 

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writing) to take any of the actions referred to in the foregoing clauses (x) or (y) of this Section 2(b)(i)(A);

(B)    directly or indirectly Transfer (including in any Constructive Disposition) any Family Member Shares, or enter into any agreement, understanding, arrangement or substantial negotiations (all within the meaning of Section 355(e) of the Code and Treasury Regulations Section 1.355-7) with respect to any Transfer of Family Member Shares; and

(C)    convert any Family Member Shares pursuant to a Share Conversion.

(c)     Exception for Certain Acquisitions or Transfers

(i)    Notwithstanding the restrictions imposed by subparagraph (a) and (b), during the Lock-Up Period, a Family Member shall be permitted to take such action or one or more actions set forth in the foregoing subparagraphs (a) and (b), if, prior to taking any such actions, the Family Member taking the action set forth in the foregoing subparagraphs (a) and (b) shall:

(A)    have received a favorable private letter ruling from the IRS, or a ruling from another appropriate Taxing Authority that confirms that such action or actions will not affect the Tax-Free Status of the Spin-Off, taking into account such actions and any other relevant transactions in the aggregate (including the Voting Shift unless a favorable private letter ruling from the IRS or an Unqualified Tax Opinion has been obtained as described in Section 2(d)(iii)), in form and substance reasonably satisfactory to the Administrator;

(B)    have received an Unqualified Tax Opinion that confirms that such action or actions will not affect the Tax-Free Status of the Spin-Off, taking into account such actions and any other relevant transactions in the aggregate (including the Voting Shift unless a favorable private letter ruling from the IRS or an Unqualified Tax Opinion has been obtained as described in Section 2(d)(iii)), in form and substance reasonably satisfactory to the Administrator; or

(C)    have received the approval of the Administrator in accordance with subparagraph (d) below.

(ii)    In determining whether a ruling or opinion is satisfactory, the Administrator shall exercise its discretion, in good faith, solely to preserve the Tax-Free Status of the Spin-Off and may consider, among other factors, the appropriateness of any underlying assumptions or representations used as a basis for the ruling or opinion and the Administrator’s views on the substantive merits of such ruling or opinion; provided, however, that a private letter ruling or an Unqualified Tax Opinion will not be treated as reasonably satisfactory to the Administrator unless such ruling or opinion concludes that such action or actions set forth in the foregoing subparagraphs (a) and (b) will not be taken into account in determining whether the Spin-Off is part of a plan (or series of related transactions) pursuant to which one or more persons acquire directly or indirectly

 

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stock representing a 50-percent or greater interest (as defined in Section 355(e)(4)(A) of the Code) in Hamilton Beach Holding.

(iii)    The Family Member receiving a private letter ruling or an Unqualified Tax Opinion shall provide a copy of any private letter ruling or Unqualified Tax Opinion described in this paragraph to the Administrator as soon as practicable prior to taking or failing to take any action set forth in the foregoing subparagraphs (a) and (b).

(iv)     The Family Member seeking the private letter ruling or Unqualified Tax Opinion shall bear all costs and expenses of securing any such private letter ruling or Unqualified Tax Opinion and shall reimburse NACCO, Hamilton Beach Holding, or the Administrator for all reasonable out-of-pocket costs and expenses that NACCO, Hamilton Beach Holding, or the Administrator may incur in good faith in seeking to obtain or evaluate any such private letter ruling or Unqualified Tax Opinion. NACCO, Hamilton Beach Holding, and the Administrator agree to cooperate fully with all reasonable requests in writing from any Family Member seeking a private letter ruling or Unqualified Tax Opinion, or from a Representative to such Family Member, in connection with seeking such private letter ruling or Unqualified Tax Opinion.

 

  (d)     Administrator Approval of Transfers and Acquisitions by Family Members.

(i)    For purposes of Section 2(c)(i)(C) above, the Administrator may, in its reasonable discretion, approve a Transfer of Family Member Shares only if each of the following requirements is met at the time of such Transfer, taking into account such Transfer:

(A)    if a Family Member proposes to Transfer NACCO Common Stock, such Family Member must simultaneously Transfer two shares of Hamilton Beach Holding Common Stock together with every one share of NACCO Common Stock proposed to be Transferred;

(B)    if a Family Member proposes to Transfer Hamilton Beach Holding Common Stock, such Family Member must simultaneously Transfer one share of NACCO Common Stock together with every two shares of Hamilton Beach Holding Common Stock proposed to be Transferred;

(C)    all shares of NACCO Common Stock Acquired or Transferred by the Family Members in the aggregate, when combined with any other changes in ownership of NACCO Common Stock pertinent for purposes of Section 355(e) of the Code, shall not comprise 35% or more of the value of all outstanding shares of NACCO Common Stock;

(D)    all shares of Hamilton Beach Holding Common Stock Acquired or Transferred by the Family Members in the aggregate, when combined with any other changes in ownership of Hamilton Beach Holding Common Stock pertinent for purposes of Section 355(e) of the Code, shall not comprise 35% or more of the value of all outstanding shares of Hamilton Beach Holding Common Stock;

 

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(E)    all shares of NACCO Common Stock Acquired or Transferred by the Family Members in the aggregate, when combined with any other changes in ownership of NACCO Common Stock pertinent for purposes of Section 355(e) of the Code, shall not represent more than 35% of the voting power of all NACCO Common Stock then outstanding;

(F)    all shares of Hamilton Beach Holding Common Stock Acquired or Transferred by the Family Members in the aggregate, when combined with any other changes in ownership of Hamilton Beach Holding Common Stock pertinent for purposes of Section 355(e) of the Code, shall not represent more than 5% of the total voting power of all Hamilton Beach Holding Common Stock then outstanding;

provided, however, that (x) the restrictions set forth in clauses (A) - (F) above shall not be applicable to Exempt Gifts; (y) the restrictions set forth in clauses (E) and (F) above shall not be applicable to Exempt Voting Transfers; and (z) the restrictions set forth in clauses (A) and (B) above shall not be applicable to Share Swaps or Share Conversions.

(ii)    In applying clause (i), the following rules of construction shall apply:

(A)    each proposed Transfer or Acquisition shall be considered by the Administrator in determining whether such Transfer or Acquisition meets the requirements of clause (i) (and, for the avoidance of doubt, earlier Transfers or Acquisitions shall not be netted against proposed Transfers or Acquisitions);

(B)    any transaction in which one Family Member Transfers NACCO Common Stock or Hamilton Beach Holding Common Stock to another Family Member shall be counted only once toward the limitations in paragraphs (C) through (F) of clause (i) (so as to avoid double counting through, for example, treating such transaction as both an Acquisition by one Family Member and a Transfer by another Family Member); and

(C)    in determining the amount of voting power of NACCO Common Stock or Hamilton Beach Holding Common Stock Transferred or Acquired for purposes of paragraphs (E) and (F) of clause (i) as a result of a Share Swap, only the net increase or decrease in voting power of a Family Member resulting from such Share Swap shall be taken into account (such that, for example, a Family Member who exchanges NACCO Class A Common Stock for NACCO Class B Common Stock pursuant to a Share Swap is treated as Acquiring NACCO Common Stock representing the voting power of the NACCO Class B Common Stock Acquired less the voting power of the NACCO Class A Common Stock Transferred).

(iii)    The restriction set forth in paragraph (F) of clause (i) above shall be amended by replacing “5%” with “35%” if NACCO or Hamilton Beach Holding shall have received a favorable private letter ruling from the IRS or an Unqualified Tax Opinion, in form and substance reasonably satisfactory to the Administrator, substantially

 

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to the effect that the Voting Shift will not be taken into account in determining whether the Spin-Off is part of a plan (or series of related transactions) pursuant to which one or more persons acquire directly or indirectly stock representing a 50-percent or greater interest (as defined in Section 355(e)(4)(A) of the Code) in Hamilton Beach Holding.

(e)     Tax Counsel Advance Conflict Waiver . Unless prohibited by Law or the ethical rules applicable to attorneys, each of the parties hereto agrees to waive or to cause its Affiliates to waive in advance any conflicts that must be waived in order to permit McDermott Will & Emery LLP to (i) evaluate whether a party’s proposed action or actions constitute any of the actions described in clauses (a) or (b) of Section 2 or (ii) issue any Unqualified Tax Opinion to be obtained by a party pursuant to this Section 2.

 

3. ACTIONS TAKEN BY FAMILY MEMBERS IN THEIR CAPACITIES AS DIRECTORS OR OFFICERS .

The parties hereto acknowledge that any Person executing this Agreement who is also an officer or director of NACCO or Hamilton Beach Holding (collectively, the “Family Directors and Officers”), is entering into this Agreement solely in his or her capacity as a stockholder, and not as an officer or director, of NACCO or Hamilton Beach Holding. Nothing contained herein shall (i) restrict, limit or prohibit (or be construed or deemed to restrict, limit, or prohibit) the Family Directors and Officers, solely in their capacities as directors or officers of NACCO or Hamilton Beach Holding, from engaging in discussions, negotiations, or other activities in which NACCO or Hamilton Beach Holding, their respective subsidiaries, their respective Affiliates and their respective Representatives are permitted to engage under this Agreement; (ii) restrict, limit or prohibit (or be construed or deemed to restrict, limit, or prohibit) the Family Directors and Officers, solely in their capacities as directors or officers of NACCO or Hamilton Beach Holding, from exercising and acting in accordance with their fiduciary duties as directors or officers; (iii) require the Family Directors and Officers to act in a manner that would violate their fiduciary duties as directors or officers of NACCO or Hamilton Beach Holding; or (iv) require Mr. Rankin, solely in his capacity as a director of NACCO or an officer or director of Hamilton Beach Holding, to take any action in contravention of, or omit to take any action pursuant to, or otherwise take any actions which are inconsistent with, instructions or directions of the board of directors of NACCO or Hamilton Beach Holding, as applicable, undertaken in the exercise of its fiduciary duties.

 

4. COOPERATION .

In the event that any sale of Family Member Shares pursuant to this Agreement would violate any rules or regulations of any governmental or regulatory agency having jurisdiction or any other material law, rule, regulation, order, judgment or decree applicable to the parties hereto, then each party hereto hereby agrees (i) to cooperate with and assist the others in filing such applications and giving such notices, (ii) to use reasonable efforts to obtain, and to assist the other in obtaining, such consents, approvals and waivers, and (iii) to take such other actions, including supplying all information necessary for any filing, as any affected party may reasonably request, all as and to the extent necessary or advisable so that the consummation of such sale will not constitute or result in such a violation. Each party hereto hereby further agrees that he, she or it shall not take any action or enter into any agreement restricting or limiting in

 

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any material respect his, her or its ability to perform all of his, her or its material obligations under this Agreement timely and fully.

 

5. REPRESENTATIONS AND WARRANTIES OF THE FAMILY MEMBERS .

Each of the Family Members hereby represents and warrants that:

(a)     Authority for this Agreement . The execution and delivery of this Agreement by or on behalf of such Family Member and the consummation by such Family Member of the transactions contemplated hereby and compliance by such Family Member with the provisions hereof (i) will not violate any order, writ, injunction, decree, statute, rule, regulation or law applicable to such Family Member or by which any of his, her or its Family Member Shares are bound, (ii) will not violate or constitute a breach or default under any agreement by which such Family Member or his, her or its Family Member Shares may be bound, and (iii) will not require the consent of or any notice to or other filing with any third party, including any Governmental Authority. Such Family Member, or the Person signing on the behalf of such Family Member, has all requisite capacity, power and authority to enter into and perform this Agreement. This Agreement has been duly and validly executed and delivered by such Family Member and, assuming it has been duly and validly authorized, executed and delivered by the other parties hereto, this Agreement constitutes a legal, valid and binding agreement of such Family Member, enforceable against him, her or it in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting enforcement of creditors’ rights generally, and general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity).

(b)     Ownership of Shares . Each Family Member is the Beneficial Owner of the number of shares of NACCO Common Stock and Hamilton Beach Holding Common Stock set forth opposite such Family Member’s name on Schedule 1 hereto, in each case, free and clear of all pledges, liens, proxies, claims, charges, security interests, preemptive rights, voting trusts, voting agreements, options, rights of first offer or refusal and any other encumbrances whatsoever with respect to the ownership, transfer or other voting of such Family Member Shares (collectively, “ Liens ”), other than encumbrances created by this Agreement, any restrictions on transfer under applicable federal and state securities laws, any Permitted Pledges, and other encumbrances indicated on Schedule 5(b) . Except as set forth on Schedule 5(b) , there are no outstanding options, warrants or rights to purchase or Acquire, or agreements relating to the voting of, any Family Member Shares and each Family Member has the sole authority to direct the voting of his, her or its respective Family Member Shares in accordance with the provisions of this Agreement and the sole power of disposition with respect to his or her Family Member Shares, with no restrictions (other than encumbrances created by this Agreement, any restrictions on transfer under applicable federal and state securities laws and any Permitted Pledges). Except for the Family Member Shares, as of the date hereof, no Family Member Beneficially Owns (i) any other shares of NACCO Common Stock or Hamilton Beach Holding Common Stock, (ii) any securities that are convertible into or exercisable or exchangeable for NACCO Common Stock or Hamilton Beach Holding Common Stock or (iii) any Equity Securities of any subsidiary of NACCO or Hamilton Beach Holding.

 

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(c)     No Plan or Intent to Transfer Shares . Each Undersigned Family Member has no present plan or intention to Transfer or Acquire any Family Member Shares except for Transfers or Acquisitions that meet the requirements of Section 2(d)(i) (without regard to whether such Transfers or Acquisitions occur during or after the Lock-Up Period). The Undersigned Family Members taken together have no plan or intention to Transfer or Acquire any Family Member Shares except for Transfers or Acquisitions that, in the aggregate, meet the requirements of Section 2(d)(i) (without regard to whether such Transfers or Acquisitions occur during or after the Lock-Up Period). Notwithstanding the foregoing, if during the Lock-Up Period any Undersigned Family Member Transfers or Acquires any Family Member Shares, other than pursuant to a Transfer or Acquisition that meets the requirements of Section 2(d)(i), such Undersigned Family Member shall:

(i)    if such Transfer or Acquisition is between such Undersigned Family Member and a public shareholder, Transfer (in the case where Family Member Shares were previously Acquired) or Acquire (in the case where Family Member Shares were previously Transferred) an equivalent number of shares of NACCO Common Stock or Hamilton Beach Holding Common Stock, as applicable, in open market transactions on the NYSE or any other national securities exchange within three business days after any such Transfer or Acquisition; or

(ii)    if such Transfer or Acquisition is between such Undersigned Family Member and another Family Member, Transfer (in the case where Family Member Shares were previously Acquired) or Acquire (in the case where Family Member Shares were previously Transferred) an equivalent number of shares of NACCO Common Stock or Hamilton Beach Holding Common Stock, as applicable, to or from such Family Member within three business days after any such Transfer or Acquisition;

unless, and then solely to the extent, otherwise required by applicable securities law (without regard to whether such sale would be subject to any required disgorgement pursuant to Section 16 of the Securities Exchange Act of 1934, as amended) and the insider trading policies of NACCO and Hamilton Beach Holding, respectively, in which case such Transfer or Acquisition, as applicable, shall be required as soon as permitted by such law and such policies, respectively.

 

6. REPRESENTATIONS AND WARRANTIES OF NACCO AND HAMILTON BEACH HOLDING .

(a)    NACCO represents and warrants that: it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby (i) will not violate any order, writ, injunction, decree, statute, rule, regulation or law applicable to it, (ii) will not violate or constitute a breach or default under any agreement by which it may be bound, (iii) will not require the consent of or any notice or other filing with any third party, including any governmental authority, and (iv) have been duly and validly authorized, and no other

 

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proceedings on the part of NACCO are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by NACCO and, assuming it has been duly and validly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of NACCO enforceable against NACCO in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting enforcement of creditors’ rights generally, and general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity).

(b)    Hamilton Beach Holding represents and warrants that: it is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized and has all necessary corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby; the execution and delivery of this Agreement by it and the consummation by it of the transactions contemplated hereby (i) will not violate any order, writ, injunction, decree, statute, rule, regulation or law applicable to it, (ii) will not violate or constitute a breach or default under any agreement by which it may be bound, (iii) will not require the consent of or any notice or other filing with any third party, including any governmental authority, and (iv) have been duly and validly authorized, and no other proceedings on the part of Hamilton Beach Holding are necessary to authorize this Agreement or to consummate the transactions contemplated hereby; this Agreement has been duly and validly executed and delivered by Hamilton Beach Holding and, assuming it has been duly and validly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of Hamilton Beach Holding enforceable against Hamilton Beach Holding in accordance with its terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws relating to or affecting enforcement of creditors’ rights generally, and general principles of equity (regardless of whether enforcement is considered in a proceeding at Law or in equity).

 

7. TERM; TERMINATION .

This Agreement shall terminate automatically, without further action of the parties hereto, upon the expiration of the Lock-Up Period. No party hereto will be relieved from any liability for breach of this Agreement by reason of such termination.

 

8. MISCELLANEOUS .

(a)     Remedies . The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement in the Court of Chancery of the State of Delaware or any federal court sitting in the State of Delaware, without bond or other security being required, this being in addition to any other remedy to which they are entitled at law or in equity.

 

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(b)     Further Assurances . Each party shall cooperate and take such actions as may be reasonably requested by another party in order to carry out the provisions and purposes of this Agreement and the transactions contemplated hereby and compliance with the provisions hereof.

(c)     Expenses . Except as otherwise expressly provided in this Agreement, all costs and expenses incurred after the date hereof in connection with the transactions contemplated hereby and compliance with the provisions hereof shall be paid by the party incurring such costs and expenses.

(d)     Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.

(e)     Jurisdiction . All actions and proceedings arising out of or relating to this Agreement shall be heard and determined in the Court of Chancery of the State of Delaware, or, if the Court of Chancery lacks subject matter jurisdiction, in any federal court sitting in the State of Delaware, and the parties hereto hereby irrevocably submit to the exclusive jurisdiction of such courts (and, in the case of appeals, appropriate appellate courts there from) in any such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or proceeding. The consents to jurisdiction set forth in this paragraph shall not constitute general consents to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this paragraph and shall not be deemed to confer rights on any Person other than the parties hereto. The parties hereto agree that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

(f)     Assignment; Successors . Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated in whole or in part, by operation of Law, or otherwise, by any of the parties without the prior written consent of the other parties. Subject to the preceding sentence, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns, including, in the case of any Family Member, any trustee, executor, heir, legatee or personal representative succeeding to the ownership of the Family Member Shares (including upon the death, disability or incapacity of any Family Member). Any purported assignment or delegation not permitted under this Section  8(f) shall be null and void and shall not relieve the assigning or delegating party of any obligation hereunder.

(g)     Descriptive Headings . Headings of Sections and subsections of this Agreement are for convenience of the parties only, and shall be given no substantive or interpretive effect whatsoever.

(h)     Entire Agreement; No Third-Party Beneficiaries . This Agreement constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. Nothing in this Agreement shall be construed as giving any person, other than the parties hereto and their

 

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respective heirs, successors, legal representatives and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

(i)     Notices . All notices, requests and other communications to any party hereunder shall be in writing and shall be deemed given if delivered personally, facsimiled (which is confirmed) or sent by overnight courier (providing proof of delivery) to the parties at the following addresses:

If to any Family Member, to:

Hamilton Beach Brands Holding Company, as the Administrator

4421 Waterfront Dr.

Glen Allen, VA 23060

Attention:     Dana B. Sykes

Facsimile: (804) 527-7218

If to NACCO, to:

NACCO Industries, Inc.

5875 Landerbrook Drive

Cleveland, OH 44124

Attention:    John Neumann

Facsimile: (972) 387-1031

If to Hamilton Beach Holding, to:

Hamilton Beach Holding

4421 Waterfront Dr.

Glen Allen, VA 23060

Attention:    Dana B. Sykes

Facsimile: (804) 527-7218

In each case, with a copy (which shall not constitute notice) to:

McDermott Will & Emery LLP

444 West Lake Street, Suite 4000

Chicago, IL 60606

Attention:    Thomas J. Murphy

Facsimile: (312) 277-9085

or such other address or facsimile number as such party may hereafter specify by like notice to the other parties hereto. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5 p.m. in the place of receipt and such day is a business day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding business day in the place of receipt.

 

- 16 -


(j)     Severability . If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the extent possible.

(k)     Amendments and Waivers . Subject to Section  8(j) hereof, the provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers of or consents to departures from the provisions hereof may not be given, unless approved in writing by each of NACCO, Hamilton Beach Holding and the Administrator.

(l)     No Implied Waivers . No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representations, warranties, covenants or agreements contained herein or made pursuant hereto. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any preceding or succeeding breach and no failure by any party to exercise any right or privilege hereunder shall be deemed a waiver of such party’s rights or privileges hereunder or shall be deemed a waiver of such party’s rights to exercise the same at any subsequent time or times hereunder.

(m)     Legends; Stop Transfer Instructions .

(i)    The Administrator may require that each certificate or other instrument representing any Family Member Shares that are subject to any of the provisions of this Agreement bear a legend substantially in the following form, in addition to any other legend required under applicable law or by contract:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS OF A TRANSFER RESTRICTION AGREEMENT, DATED AS OF SEPTEMBER 29, 2017, BY AND AMONG NACCO INDUSTRIES, INC., A DELAWARE CORPORATION, HAMILTON BEACH BRANDS HOLDING COMPANY, A DELAWARE CORPORATION, AND EACH OF THE MEMBERS OF THE RANKIN AND TAPLIN FAMILIES PARTY THERETO. A COPY OF SUCH AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE ISSUER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE. THE SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR ANY INTEREST THEREIN IS RESTRICTED BY SUCH AGREEMENT AND ANY SUCH SALE, PLEDGE, TRANSFER OR OTHER DISPOSITION MAY BE MADE ONLY UPON COMPLIANCE THEREWITH.”

(ii)    In order to ensure compliance with the transfer restrictions provided for in this Agreement, NACCO and/or Hamilton Beach Holding may issue appropriate “stop

 

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transfer” certificates or instructions in the event of a Transfer in violation of any provision of this Agreement and may make appropriate notations to the same effect in their stock record books.

(n)     Interpretation . When a reference is made in this Agreement to a Section, Exhibit or Schedule, such reference shall be to a Section of, or an Exhibit or Schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”. The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(o)     Counterparts . This Agreement may be executed in counterparts (each of which shall be deemed to be an original but all of which taken together shall constitute one and the same agreement) and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties.

(p)     The Administrator .

(i)     Appointment of the Administrator . Each Family Member hereby constitutes and irrevocably appoints, effective from and after the date hereof, Hamilton Beach Holding as such Family Member’s agent and attorney-in-fact (the “ Administrator ”) to act as the Family Members’ Representative under this Agreement in accordance with the terms of this Section 8(p). In the event of the resignation of the Administrator, a successor Administrator reasonably satisfactory to NACCO and Hamilton Beach Holding shall thereafter be appointed by an instrument in writing signed by such successor Administrator and by those Family Members who, as of the date hereof, held a majority of the outstanding Family Member Shares held by all Family Members, and such appointment shall become effective as to any such successor Administrator when a copy of such instrument shall have been delivered to NACCO and Hamilton Beach Holding.

(ii)     Authority . The Administrator is hereby authorized and empowered to act for, and on behalf of, any or all of the Family Members (with full power of substitution in the premises) in connection with (i) the approval of any Transfer as required by, and in accordance with, this Agreement and (ii) such other matters as are reasonably necessary for continued compliance by the Family Members with the terms of this Agreement. The Family Members shall cooperate with the Administrator and any attorneys or other agents whom the Family Member may retain to assist in carrying out its duties hereunder. Each Family Member by execution of this Agreement, and without any further action, confirms such appointment and authority. Notices given to the Administrator in accordance with the provisions of this Agreement shall constitute notice to the Family Members for all purposes under this Agreement.

 

- 18 -


(iii)     Extent and Survival of Authority . The appointment of the Administrator is an agency coupled with an interest and is irrevocable and any action taken by the Administrator pursuant to the authority granted in this Section 8(p) shall be effective and absolutely binding on each Family Member notwithstanding any contrary action of or direction from such Family Member, except for actions or omissions of the Administrator constituting willful misconduct or gross negligence. The death or incapacity, or dissolution or other termination of existence, of any Family Member shall not terminate the authority and agency of the Administrator.

(iv)     Release from Liability; Indemnification . Each Family Member hereby releases the Administrator from, and each Family Member agrees to indemnify the Administrator against, liability for any action taken or not taken by the Administrator in his capacity as such, except for the liability of the Administrator to a Family Member for loss which such Family Member may suffer from the willful misconduct or gross negligence of the Administrator in carrying out his duties hereunder. The Administrator shall not be liable to any Family Member or to any other Person, with respect to any action taken or omitted to be taken by the Administrator in his role as Administrator under or in connection with this Agreement, unless such action or omission results from or arises out of willful misconduct or gross negligence on the part of the Administrator.

[Signature Page Follows]

 

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IN WITNESS WHEREOF, each of the undersigned has executed this agreement as of the date first above written.

 

NACCO INDUSTRIES, INC.
By:  

/s/ J.C. Butler, Jr.

Name:   J.C. Butler, Jr.
Title:   President and Chief Executive Officer
HAMILTON BEACH BRANDS HOLDING COMPANY
By:  

/s/ Gregory H. Trepp

Name:   Gregory H. Trepp
Title:   President and Chief Executive Officer

 

- 20 -


Clara L.T. Rankin
Name:  

/s/ Clara L.T. Rankin

  Clara L.T. Rankin

 

- 21 -


Alfred M. Rankin, Jr.;
Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.) and Rankin Associates IV, L.P.
            By: Alfred M. Rankin, Jr., as General Partner
Rankin Management, Inc.
            By: Alfred M. Rankin, Jr., as President
Rankin Associates II, L.P.; Rankin Associates V, L.P.; and Rankin Associates VI, L.P.
            By: Rankin Management, Inc., as General Partner
                   Alfred M. Rankin, Jr., as President
The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin;
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.;
The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin;
BTR 2012 GST for Helen R. Butler;

BTR 2012 GST for Clara R. Williams;

 

2012 Helen R. Butler GST Trust; and

 

2012 Clara R. Williams GST Trust

            By: Alfred M. Rankin, Jr. as Trustee
The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren; and

 

- 22 -


The Trust created under the Agreement, dated December 28, 1976, between PNC Bank as Co-Trustee, and Clara L.T. Rankin for the benefit of grandchildren; Alfred M. Rankin, Jr., Co-Trustee
  By:   Alfred M. Rankin, Jr., as Co-Trustee
Alfred M. Rankin Jr.—Roth IRA—Brokerage Account #*****
  By:   Alfred M. Rankin, Jr.
Name:    

/s/ Alfred M. Rankin, Jr.

    Alfred M. Rankin, Jr.

 

- 23 -


Victoire G. Rankin; and
The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin
  By:   Victoire G. Rankin, as Trustee
Name:    

/s/ Victoire G. Rankin

    Victoire G. Rankin

 

- 24 -


Helen Rankin Butler (f/k/a Helen P. Rankin);

The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler; and

 

2012 Helen R. Butler Trust

  By:   Helen Rankin Butler (f/k/a Helen P. Rankin), as Trustee
Name:    

/s/ Helen Rankin Butler

    Helen Rankin Butler

 

- 25 -


Clara T. Rankin Williams (f/k/a Clara T. Rankin);
The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams; and
2012 Clara R. Williams Trust
  By:   Clara R. Williams, Trustee
Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)
By: Clara Rankin Williams, Custodian
AMR Associates, LP
By:   2012 Clara R. Williams Trust U/A/D June 22, 2012 General Partner, Clara R. Williams Trustee
Name:    

/s/ Clara T. Rankin Williams

    Clara T. Rankin Williams

 

- 26 -


Thomas T. Rankin;
The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin;
BTR 2012 GST for James T. Rankin;
BTR 2012 GST for Matthew M. Rankin; and
BTR 2012 GST for Thomas P. Rankin
  By:   Thomas T. Rankin, Trustee
Name:    

/s/ Thomas T. Rankin

    Thomas T. Rankin

 

- 27 -


Matthew M. Rankin;
The Trust created under the Agreement, dated December 20, 1993, for the benefit of Matthew M. Rankin;
Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin; and
Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin
  By:   Matthew M. Rankin, as Trustee
Mary Marshall Rankin (by Matthew M. Rankin, as Custodian); and
William Alexander Rankin (by Matthew M. Rankin, as Custodian)
  By:   Matthew M. Rankin, as Custodian
Name:    

/s/ Matthew M. Rankin

    Matthew M. Rankin

 

- 28 -


James T. Rankin;
Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin; and
Trust created by Agreement, dated May 10, 2007, between Matthew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin
  By:   James T. Rankin, as Co-Trustee
Margaret Pollard Rankin (by James T. Rankin, as custodian)
James T. Rankin, Jr. (by James T. Rankin, as custodian)
  By:   James T. Rankin, as Custodian
Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin;
Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015; and
Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015
  By:   James T. Rankin, Trustee
Name:    

/s/ James T. Rankin

    James T. Rankin

 

- 29 -


Claiborne R. Rankin;
The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin;
BTR 2012 GST for Chloe R. Seelbach;
BTR 2012 GST for Claiborne R. Rankin, Jr.; and
BTR 2012 GST for Julia R. Kuipers
  By:   Claiborne R. Rankin, as Trustee
Name:    

/s/ Claiborne R. Rankin

    Claiborne R. Rankin

 

- 30 -


Chloe O. Rankin;

Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin; and

 

2012 Chloe O. Rankin Trust

  By:   Chloe O. Rankin, as Trustee
Name:    

/s/ Chloe O. Rankin

    Chloe O. Rankin

 

- 31 -


Chloe R. Seelbach (f/k/a Chloe E. Rankin);
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach;
Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach;
Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach; and
Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach;
  By:   Chloe R. Seelbach, as Trustee
Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)
Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)
  By:   Chloe R. Seelbach, as Custodian
Name:    

/s/ Chloe R. Seelbach

    Chloe R. Seelbach

 

- 32 -


Claiborne R. Rankin, Jr.;
The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000; and
Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III
  By:   Claiborne R. Rankin, Jr., as Trustee
Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)
  By:   Claiborne R. Rankin, Jr., as Custodian
Name:    

/s/ Claiborne R. Rankin, Jr.

    Claiborne R. Rankin, Jr.

 

- 33 -


Roger F. Rankin;
The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin;
BTR 2012 GST for Anne F. Rankin;

BTR 2012 GST for Elisabeth M. Rankin;

 

2016 Anne F. Rankin Trust; and

 

2016 Elisabeth M. Rankin Trust

  By:   Roger F. Rankin, as Trustee
Name:    

/s/ Roger F. Rankin

    Roger F. Rankin

 

- 34 -


Bruce T. Rankin
Name:  

/s/ Bruce T. Rankin

  Bruce T. Rankin

 

- 35 -


Martha S. Kelly
Name:  

/s/ Martha S. Kelly

  Martha S. Kelly

 

- 36 -


Susan Sichel
Name:  

/s/ Susan Sichel

  Susan Sichel

 

- 37 -


Jennifer T. Jerome
Name:  

/s/ Jennifer T. Jerome

  Jennifer T. Jerome

 

- 38 -


Caroline T. Ruschell;
Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee; and
Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee
  By:   Caroline T. Ruschell, as Trustee
Name:    

/s/ Caroline T. Ruschell

    Caroline T. Ruschell

 

- 39 -


David F. Taplin; and
National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin
  By:   David F. Taplin, as Co-Trustee
Name:    

/s/ David F. Taplin

    David F. Taplin

 

- 40 -


Beatrice B. Taplin;
Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin;
Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011;
The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin;
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee; and
Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee

 

  By:     Beatrice B. Taplin, as Trustee
Name:    

/s/ Beatrice B. Taplin

    Beatrice B. Taplin

 

- 41 -


Theodore D. Taplin; and
The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin

 

  By:     Theodore D. Taplin, as Trustee
Name:    

/s/ Theodore D. Taplin

    Theodore D. Taplin

 

- 42 -


Britton T. Taplin; and
The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin

 

  By:     Britton T. Taplin, as Trustee
Name:    

/s/ Britton T. Taplin

    Britton T. Taplin

 

- 43 -


Frank F. Taplin; and
The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin

 

  By:     Frank F. Taplin, as Trustee
Name:    

/s/ Frank F. Taplin

    Frank F. Taplin

 

- 44 -


Corbin Rankin; and

 

2012 Corbin K. Rankin Trust

 

 

By:

    Corbin K. Rankin, as Trustee
Name:    

/s/ Corbin K. Rankin

    Corbin K. Rankin

 

- 45 -


Alison A. Rankin;
Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor;
Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor;
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin;
Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin;

Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000;

 

2012 Alison A. Rankin Trust; and

The Anne F. Rankin Trust dated August 15, 2012
  By:   Alison A. Rankin, as Trustee
Name:    

/s/ Alison A. Rankin

    Alison A. Rankin

 

- 46 -


John C. Butler, Jr.;
Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.;
Clara Rankin Butler 2002 Trust, dated November 5, 2002; and
Griffin Bedwell Butler 2002 Trust, dated November 5, 2002
  By:   John C. Butler, Jr., as Trustee
Griffin B. Butler (by John C. Butler, Jr., as Custodian)
  By:   John C. Butler, Jr., as Custodian
John C. Butler, Jr.—Roth IRA—Brokerage Account #*****
  By:   John C. Butler, Jr.
Name:    

/s/ John C. Butler, Jr.

    John C. Butler, Jr.

 

- 47 -


Clara Rankin Butler
Name:  

/s/ Clara Rankin Butler

  Clara Rankin Butler

 

- 48 -


David B.H. Williams;
Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams;
Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams; and
The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009
  By:   David B.H. Williams, as Trustee
Helen Charles Williams (by David B.H. Williams as Custodian)
  By:   David B.H. Williams, as Custodian
Name:    

/s/ David B.H. Williams

    David B.H. Williams

 

- 49 -


Scott Seelbach; and
Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)
  By:   Scott Seelbach, as Custodian
Name:    

/s/ Scott Seelbach

    Scott Seelbach

 

- 50 -


Elizabeth B. Rankin
Name:  

/s/ Elizabeth B. Rankin

  Elizabeth B. Rankin

 

- 51 -


Julia L. Rankin Kuipers;
Trust created by the Agreement, dated December 21, 2004, for the benefit of Julia L. Rankin;
Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers; and
Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers

 

  By:   Julia L. Rankin Kuipers, as Trustee
Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian); and
Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)
  By:   Julia L. Rankin Kuipers, as Custodian
Name:    

/s/ Julia L. Rankin Kuipers

    Julia L. Rankin Kuipers

 

- 52 -


Thomas Parker Rankin; and
Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin

 

  By:   Thomas P.K. Rankin, as Trustee
Name:    

/s/ Thomas Parker Rankin

    Thomas Parker Rankin

 

- 53 -


Lynne Turman Rankin
Name:  

/s/ Lynne Turman Rankin

  Lynne Turman Rankin

 

- 54 -


Jacob A. Kuipers
Name:  

/s/ Jacob A. Kuipers

  Jacob A. Kuipers

 

- 55 -


Elisabeth M. Rankin
Name:  

/s/ Elisabeth M. Rankin

  Elisabeth M. Rankin

 

- 56 -


A. Farnham Rankin
Name:  

/s/ A. Farnham Rankin

  A. Farnham Rankin

 

- 57 -


DiAhn Taplin
Name:  

/s/ DiAhn Taplin

  DiAhn Taplin

 

- 58 -


Schedule 1

Ownership

 

 

RANKIN FAMILY

 

Clara L.T. Rankin

 

                   

Alfred M. Rankin, Jr.

 

                   

Rankin Associates I, L.P. (f/k/a CTR Family Associates, L.P.)

 

                   

Rankin Associates IV, L.P.

 

                   

Rankin Management, Inc.

 

                   

Rankin Associates II, L.P.

 

                   

Rankin Associates V, L.P.

 

                   

Rankin Associates VI, L.P.

 

                   

The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin

 

                   

 

- 59 -


The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.

 

                   

The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin

 

                   

BTR 2012 GST for Helen R. Butler

 

                   

BTR 2012 GST for Clara R. Williams

 

                   

The Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren

 

                   

The Trust created under the Agreement, dated December 28, 1976, between PNC Bank as Co-Trustee, and Clara L.T. Rankin for the benefit of grandchildren; Alfred M. Rankin, Jr., Co-Trustee

 

                   

Alfred M. Rankin Jr.—Roth IRA—Brokerage Account #*****

 

                   

Victoire G. Rankin

 

                   

 

- 60 -


The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin

 

                                   

Helen Rankin Butler (f/k/a Helen P. Rankin)

 

                                   

The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler

 

                                   

2012 Helen R. Butler Trust

 

                                   

Clara T. Rankin Williams (f/k/a Clara T. Rankin)

 

                                   

The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams

 

                                   

2012 Clara R. Williams Trust

 

                                   

Margo Jamison Victoire Williams (by Clara Rankin Williams as Custodian)

 

                                   

AMR Associates, LP

 

                                   

Thomas T. Rankin

 

                                   

 

- 61 -


The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin

 

                   

BTR 2012 GST for James T. Rankin

 

                   

BTR 2012 GST for Matthew M. Rankin

 

                   

BTR 2012 GST for Thomas P. Rankin

 

                   

Matthew M. Rankin

 

                   

The Trust created under the Agreement, dated December 20, 1993, for the benefit of Matthew M. Rankin

 

                   

Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin

 

                   

Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin

 

                   

Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)

 

                   

William Alexander Rankin (by Matthew M. Rankin, as Custodian)

 

                   

 

- 62 -


James T. Rankin

 

                   

Margaret Pollard Rankin (by James T. Rankin, as custodian)

 

                   

James T. Rankin, Jr. (by James T. Rankin, as custodian)

 

                   

Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin

 

                   

Vested Trust for James T. Rankin, Jr. U/A/D December 4, 2015

 

                   

Vested Trust for Margaret Pollard Rankin U/A/D December 4, 2015

 

                   

Claiborne R. Rankin

 

                   

The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin

 

                   

BTR 2012 GST for Chloe R. Seelbach

 

                   

BTR 2012 GST for Claiborne R. Rankin, Jr.

 

                   

BTR 2012 GST for Julia R. Kuipers

 

                   

Chloe O. Rankin

 

                   

 

- 63 -


Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin

 

                   

2012 Chloe O. Rankin Trust

 

                   

Chloe R. Seelbach (f/k/a Chloe E. Rankin)

 

                   

Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach

 

                   

Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach

 

                   

Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach

 

                   

Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach

 

                   

Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)

 

                   

Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)

 

                   

 

- 64 -


Claiborne R. Rankin, Jr.

 

               

The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000

 

               

Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III

 

               

Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)

 

               

Roger F. Rankin

 

               

The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin

 

               

BTR 2012 GST for Anne F. Rankin

 

               

BTR 2012 GST for Elisabeth M. Rankin

 

               

2016 Anne F. Rankin Trust

 

               

2016 Elisabeth M. Rankin Trust

 

               

Bruce T. Rankin

 

               

Corbin Rankin

 

               

2012 Corbin K. Rankin Trust

 

               

 

- 65 -


Alison A. Rankin

 

               

Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor

 

               

Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor

 

               

Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin

 

               

Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin

 

               

Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000

 

               

2012 Alison A. Rankin Trust

 

               

The Anne F. Rankin Trust dated August 15, 2012

 

               

John C. Butler, Jr.

 

               

Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr.

 

               

 

- 66 -


Clara Rankin Butler 2002 Trust, dated November 5, 2002

 

               

Griffin Bedwell Butler 2002 Trust, dated November 5, 2002

 

               

Griffin B. Butler (by John C. Butler, Jr., as Custodian)

 

               

John C. Butler, Jr.—Roth IRA—Brokerage Account #*****

 

               

Clara Rankin Butler

 

               

David B.H. Williams

 

               

Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams

 

               

Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams

 

               

The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009

 

               

Helen Charles Williams (by David B.H. Williams as Custodian)

 

               

Scott Seelbach

 

               

Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian)

 

               

 

- 67 -


Elizabeth B. Rankin

 

               

Julia L. Rankin Kuipers

 

               

Trust created by the Agreement, dated December 21, 2004, for the benefit of Julia L. Rankin

 

               

Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers

 

               

Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers

 

               

Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)

 

               

Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)

 

               

Thomas Parker Rankin

 

               

Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin

 

               

Lynne Turman Rankin

 

               

Jacob A. Kuipers

 

               

 

- 68 -


Elisabeth M. Rankin

 

                                   

A. Farnham Rankin

 

                                   
     

NACCO Common Stock

 

    

Hamilton Beach Holding Common Stock

 

 
                 
  

Class A

 

     Class B      Class A      Class B  

RANKIN FAMILY TOTAL

    

 

977,391

 

 

 

     1,461,661        2,439,052        2,439,052  

 

- 69 -


 

FRANK E. TAPLIN, JR. FAMILY

 

 

Martha S. Kelly

 

                                   

Susan Sichel

 

                                   

Jennifer T. Jerome

 

                                   

Caroline T. Ruschell

 

                                   

Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee

 

                                   

Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee

 

                                   

David F. Taplin

 

                                   

National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin

 

                                   
     

NACCO Common Stock

 

     Hamilton Beach Holding Common Stock  
     

Class A

 

     Class B      Class A      Class B  

FRANK E. TAPLIN, JR. FAMILY TOTAL

    

 

111,228

 

 

 

     48,786        160,014        160,014  

 

- 70 -


 

THOMAS E. TAPLIN FAMILY

 

Beatrice B. Taplin

 

                   

Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin

 

                   

Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011

 

                   

The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B. Taplin, as Trustee, for the benefit of Beatrice B. Taplin

 

                   

Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 and as amended, Beatrice Taplin, Trustee

 

                   

Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee

 

                   

Theodore D. Taplin

 

                   

The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin

 

                   

 

- 71 -


Britton T. Taplin

 

                                   

The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin

 

                                   

Frank F. Taplin

 

                                   

The Trust created under the Agreement, dated July 24, 1998, as amended, between Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin

 

                                   

DiAhn Taplin

 

                                   
     

NACCO Common Stock

 

    

Hamilton Beach Holding Common Stock

 

 
     

Class A

 

     Class B      Class A      Class B  

THOMAS E. TAPLIN FAMILY

    

 

734,066

 

 

 

     32,310        766,376        766,376  

 

- 72 -


Schedule 5(b)

Liens on Family Member Shares

 

1. Stockholders’ Agreement:

 

  a. Stockholders’ Agreement dated as of September 29, 2017 by and among the signatures thereto, Hamilton Beach Brands Holding Company and Depository (as defined in Section 1.10 of the Agreement)

 

2. Employee Incentive and Director Fee Shares :

Messrs. Alfred Rankin and J.C. Butler, Jr. have received shares of NACCO Class A Common Stock pursuant to the terms of NACCO’s employee long-term equity incentive program. David B.H. Williams, David F. Taplin and Britton T. Taplin have received shares of NACCO Class A Common Stock pursuant to the terms of NACCO’s director fee equity program. All such shares are issued with restriction on transfer language.

 

- 73 -

Exhibit 5

ADDENDUM TO THE

SECOND AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES I, L.P.

This Addendum (this “Addendum”), dated as of October 28, 2016, to Second Amended and Restated Limited Partnership Agreement of Rankin Associates I, L.P., dated as of March 27, 2002 (the “Agreement”), is made by and among the Partners of Rankin Associates I, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS :

WHEREAS, the Partnership owns interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation (“HY”); and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language, by this Addendum, to the Agreement to account for the HY interests owned by it.

AGREEMENTS :

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1. The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HY interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with respect to all other interests owned by the Partnership (including NACCO, as defined in the Agreement) and shall not be modified in any way by this Addendum:

Section 1.3

“1.3 “ Applicable HY Class A Closing Price Average ” means the average of the closing prices of the HY Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HY Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.5

“1.5 “ Authorized Transferee ” means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a “Permitted Transferee” of the Transferring


Partner under Article IV, Section 3.4 of the HY Restated Certificate, if the Transferring Partner were Transferring HY Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership without causing any HY Class B Shares then held or thereafter acquired by the Partnership to be converted into HY Class A Shares pursuant to the provisions of Article IV, Section 3.4(a)(i)(E) of the HY Restated Certificate; and (iii) is a “Participating Stockholder” under Section 1.14 of the HY Stockholders’ Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 .”

Section 1.25

“1.25 “ Former Partner ” means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a “Participating Stockholder” under Section 1.14 of the HY Stockholders’ Agreement.”

Section 1.33

“1.33 “ HY ” means Hyster-Yale Materials Handling, Inc., a Delaware corporation.”

Section 1.34

“1.34 “ HY Class A Shares ” means shares of Class A Common Stock, par value $0.01 per share, of HY.”

Section 1.35

“1.35. “ HY Class B Shares ” means shares of Class B Common Stock, par value $0.01 per share, of HY.”

Section 1.36

“1.36 “ HY Stockholders’ Agreement ” means the Stockholders’ Agreement, dated as of September 28, 2012, by and among HY, as HY and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.37

“1.37 “ HY Restated Certificate ” means the Second Amended and Restated Certificate of Incorporation of HY, filed with the Secretary of State of the State of Delaware on September

 

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26, 2012, as amended. References to specific sections of the HY Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HY Restated Certificate that becomes effective after the date hereof.”

Section 1.58

“1.58 “ Qualified Trust ” of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual’s spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual’s spouse payable by reason of the death of such individual or such individual’s spouse; and, provided further that such trust must prohibit (A) the transfer of HY Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Article IV, Section 3.4 of the HY Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58.”

Section 3.3

“3.3. Status as a Qualified Trust and “Participating Stockholder” . As of the date hereof, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a “Participating Stockholder” under Section 1.14 of the HY Stockholders’ Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a “Participating Stockholder” under Section 1.14 of the HY Stockholders’ Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence.”

Section 4.5(b)

“(b) All distributions shall be made in proportion to the Partners’ respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of HY Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be

 

3


required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.1(h)

“(h) the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in HY Class A Shares; and”.

Section 5.2

 

  “5.2 Management of Partnership Property Consisting of HY Class A Shares and HY Class B Shares: Admission of New General Partners .

(a) The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any HY Class A Shares and HY Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HY Class A Shares and HY Class B Shares.

(b) The Partnership shall not Transfer, or convert to HY Class A Shares, any HY Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any HY Class B Shares unless such Transfer is permitted by Article IV, Section 3.4 of the HY Restated Certificate and (ii) shall not Transfer, or convert to HY Class A Shares, any HY Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the Stockholders’ Agreement.

(c) The Partnership shall not Transfer any HY Class A Shares, other than pursuant to a share for share exchange to acquire HY Class B Shares, without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests.

 

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(d) Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of the Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership.”

Section 7.4

“7.4 Payment of Interest . Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or HY Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price.”

Section 8.7

“8.7 Terms of Sale . The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 shall be paid at the Closing in immediately available United States funds; provided, however:

(a) If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in HY Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i) to the extent that the Partnership elects to pay the Purchase Price in HY Class A Shares, the Partnership shall deliver to the Selling Partner such number of HY Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class A Shares, divided by (B) the Applicable HY Class A Closing Price Average (if necessary the Partnership may, subject to Section 5.2, convert any HY Class B Shares held by the Partnership to HY Class A Shares to pay such Purchase Price); and

 

  (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HY Class A Shares.

(b) If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in HY Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

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  (i) to the extent that the Partner elects to pay the Purchase Price in HY Class A Shares, such Partner shall deliver to the Selling Partner such number of HY Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class A Shares, divided by (B) the Applicable HY Class A Closing Price Average; and

 

  (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HY Class A Shares.”

Section 10.1

“10.1 Dissolution and Termination . The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HY Class A Shares and HY Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.2

“10.2 Limitations On In Kind Distributions . Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of HY Class B Shares held by the Partnership shall be made unless such distribution by the Partnership is permitted under Article IV, Section 3.4 of the HY Restated Certificate.”

Section 11.1(b)

“(b) Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dennis W. LaBarre, Thomas C. Daniels and Charles A. Bittenbender, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of HY Class A Shares and/or HY Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D

 

6


and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(l) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.”

2. This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3. This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4. This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

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SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partners
Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN TRUST ) created by the Agreement, dated 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.
By:  

/s/ Alfred M. Rankin, Jr.

  Name: Alfred M. Rankin, Jr.
  Title: Trustee
Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST ) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:  

/s/ Claiborne R. Rankin

 

Name: Claiborne R. Rankin

Title: Trustee

 

8


Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST ) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:  

/s/ Roger F. Rankin

  Name: Roger F. Rankin
  Title: Trustee
Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST ) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:  

/s/ Thomas T. Rankin

  Name: Thomas T. Rankin
  Title: Trustee
Limited Partners
Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN TRUST ) created by the Agreement, dated 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.
By:  

/s/ Alfred M. Rankin, Jr.

 

Name: Alfred M. Rankin, Jr.

Title: Trustee

 

9


Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST ) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:  

/s/ Claiborne R. Rankin

  Name: Claiborne R. Rankin
  Title: Trustee
Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST ) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:  

/s/ Roger F. Rankin

  Name: Roger F. Rankin
  Title: Trustee
Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST ) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:  

/s/ Thomas T. Rankin

  Name: Thomas T. Rankin
  Title: Trustee

 

10


Trust (referred to herein as the BRUCE T. RANKIN MAIN TRUST ) created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin
By:  

/s/ Alfred M. Rankin, Jr.

  Name: Alfred M. Rankin, Jr.
  Title: Trustee
Trust (referred to herein as the CLARA R. WILLIAMS MAIN TRUST ) created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara R. Williams, creating a trust for the benefit of Clara R. Williams
By:  

/s/ Clara R. Williams

  Name: Clara R. Williams
  Title: Trustee
Trust (referred to herein as the HELEN RANKIN BUTLER MAIN TRUST ) created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Helen Rankin Butler, creating a trust for the benefit of Helen Rankin Butler
By:  

/s/ Helen Rankin Butler

  Name: Helen Rankin Butler
  Title: Trustee

 

11


2012 Helen R. Butler Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Helen R. Butler and Her Lineal Descendants dated June 22, 2012
By:  

/s/ Helen R. Butler

  Name: Helen R. Butler
  Title: Trustee
2012 Clara R. Williams Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Clara R. Williams and Her Lineal Descendants dated June 22, 2012
By:  

/s/ Clara R. Williams

  Name: Clara R. Williams
  Title: Trustee
2012 Alison A. Rankin Trust established under the Roger F. Rankin Irrevocable Trust Agreement for the Benefit of Alison A. Rankin and Roger F. Rankin’s Lineal Descendants dated June 22, 2012
By:  

/s/ Alison A. Rankin

  Name: Alison A. Rankin
  Title: Trustee
2012 Corbin K. Rankin Trust established under the Thomas T. Rankin Irrevocable Trust Agreement for the Benefit of Corbin K. Rankin and Thomas T. Rankin’s Lineal Descendants dated June 22, 2012
By:  

/s/ Corbin K. Rankin

  Name: Corbin K. Rankin
  Title: Trustee

 

12


2012 Chloe O. Rankin Trust established under the Claiborne R. Rankin Irrevocable Trust Agreement for the Benefit of Chloe O. Rankin and Claiborne R. Rankin’s Lineal Descendants dated June 22, 2012
By:  

/s/ Chloe O. Rankin

  Name: Chloe O. Rankin
  Title: Trustee
BTR 2012 GST Trust for Anne F. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Roger F. Rankin’s Lineal Descendants dated December 31, 2012
By:  

/s/ Roger F. Rankin

  Name: Roger F. Rankin
  Title: Trustee
BTR 2012 GST Trust for Elisabeth M. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Roger F. Rankin’s Lineal Descendants dated December 31, 2012
By:  

/s/ Roger F. Rankin

  Name: Roger F. Rankin
  Title: Trustee
BTR 2012 GST Trust for Chloe R. Seelbach established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012
By:  

/s/ Claiborne R. Rankin

  Name: Claiborne R. Rankin
  Title: Trustee

 

13


BTR 2012 GST Trust for Julia R. Kuipers established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012
By:  

/s/ Claiborne R. Rankin

  Name: Claiborne R. Rankin
  Title: Trustee
BTR 2012 GST Trust for Claiborne R. Rankin, Jr. established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Claiborne R. Rankin’s Lineal Descendants dated December 31, 2012
By:  

/s/ Claiborne R. Rankin

  Name: Claiborne R. Rankin
  Title: Trustee
BTR 2012 GST Trust for Matthew M. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012
By:  

/s/ Thomas T. Rankin

  Name: Thomas T. Rankin
  Title: Trustee

 

14


BTR 2012 GST Trust for James T. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012
By:  

/s/ Thomas T. Rankin

  Name: Thomas T. Rankin
  Title: Trustee
BTR 2012 GST Trust for Thomas P. Rankin established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Thomas T. Rankin’s Lineal Descendants dated December 31, 2012
By:  

/s/ Thomas T. Rankin

  Name: Thomas T. Rankin
  Title: Trustee
BTR 2012 GST Trust for Clara R. Williams established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Alfred M. Rankin, Jr.’s Lineal Descendants dated December 31, 2012
By:  

/s/ Alfred M. Rankin, Jr.

  Name: Alfred M. Rankin, Jr.
  Title: Trustee
BTR 2012 GST Trust for Helen R. Butler established under the Bruce T. Rankin Irrevocable Trust Agreement for the Benefit of Alfred M. Rankin, Jr.’s Lineal Descendants dated December 31, 2012
By:  

/s/ Alfred M. Rankin, Jr.

  Name: Alfred M. Rankin, Jr.
  Title: Trustee

 

15

Exhibit 7

AMENDMENT NO. 1

TO

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES II, L.P.

This AMENDMENT NO. 1 TO LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES II, L.P. (this “Amendment No. 1”), dated as of December 26, 2001, is made by and among Rankin Management, Inc., a Delaware corporation, as general partner, and the persons indicated as limited partners on Schedule A , as previously amended (the “Limited Partners”), to the Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998 (the “Partnership Agreement”) as Limited Partners. Unless otherwise indicated, capitalized terms used herein without definition shall have the respective meanings set forth in the Partnership Agreement.

RECITALS:

A. The current Partners of the Partnership wish to amend the Partnership Agreement to amend certain definitions contained in the Partnership Agreement.

AGREEMENTS:

In consideration of the mutual promises, covenants and agreements set forth in this Amendment No. 1, the Partners agree as follows:

1. The definition of “Authorized Transferee” set forth in Section 1.5 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof:

Authorized Transferee ” means any Initial Limited Partner and any Family Member who is a Partner or who, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Person in accordance with the terms of this Agreement.

2. The definition of “Family Member” set forth in Section 1.17 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof:

Family Member ” means the spouse or surviving spouse of an Initial Limited Partner, any descendant of an Initial Limited Partner, a spouse or surviving spouse of any such descendant, or, in each case, a Qualified Fiduciary of such Person. Notwithstanding anything to the contrary contained herein:

(a) the surviving spouse of an Initial Limited Partner or of a descendent of an Initial Limited Partner, and in each case, a Qualified Fiduciary of such Person, shall cease to be a Family Member upon the remarriage of such Person to other than an Initial Limited Partner or descendent of an Initial Limited Partner; and


(b) the spouse of an Initial Limited Partner or of a descendent of an Initial Limited Partner, and in each case, a Qualified Fiduciary of such Person, shall cease to be a Family Member upon legal separation, divorce or dissolution of such spouse’s marriage to such Initial Limited Partner or descendent; and

(c) a Qualified Fiduciary of any individual shall cease to be a Family Member from and after any event or lapse of time which causes such fiduciary to no longer qualify as a Qualified Fiduciary as defined in Section 1.54.

3. The definition of “Initial Limited Partners” set forth in Section 1.26 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof:

Initial Limited Partners ” means Alfred M. Rankin, Jr., Bruce T. Rankin, Claiborne R. Rankin, Roger F. Rankin and Thomas T. Rankin or, in each case, a Qualified Fiduciary of such individual.

4. The definition of “Qualified Fiduciary” set forth in Section 1.54 of the Partnership Agreement shall be deleted in its entirety and the following substituted in place thereof:

Qualified Fiduciary ” of any individual means (a) the trustee of a trust that has been established by such individual (the “Grantor” of that trust) and which is revocable by the Grantor; (b) the trustee of any other trust (including without limitation a voting trust) created by such individual if and as long as the trust is held for the current benefit of one or more of Clara T. Rankin, the Initial Limited Partners, their Family Members, and any organization contributions to which are deductible for federal income, estate or gift tax purposes (“Family and Charitable Beneficiaries”) and for the current benefit of no other Person; or (c) the executor, administrator, or personal representative of a deceased individual or the guardian of an incompetent individual. In determining if the trust is held for the current benefit of one or more Family and Charitable Beneficiaries and no other Person, the focus shall only be on such Persons to whom the trustee is authorized or directed to currently make distributions of trust income or principal, and shall disregard (i) Persons who might or would benefit by reason of the exercise of a general or special powers of appointment (even if such powers are currently exercisable), and (ii) Persons who might or would benefit upon the termination of the trust, regardless of whether their interests are vested or contingent. A trust shall continue to be considered a Qualified Fiduciary upon the termination of the trust and during a reasonable period of administration (but not to exceed two years from the date or event that caused such trust to terminate), unless by reason of such termination none of the trust property is to be distributed to one or more

 

2


of the Family and Charitable Beneficiaries (in which event the trust shall cease to be a Qualified Fiduciary immediately prior to the date or event that caused such trust to terminate). Notwithstanding anything to the contrary contained herein (except as provided in this Section 1.54 above with respect to some trusts continuing to be considered Qualified Fiduciaries upon their termination and during a reasonable period of administration), a trust of any individual shall cease to be a Qualified Fiduciary and shall be deemed, to the extent it holds Partnership Interests, to become an Outside Partner, immediately prior to any event or lapse of time that causes such trust to no longer qualify as a Qualified Fiduciary as defined in this Section 1.54.

5. Exhibit A to the Partnership Agreement shall be deleted in its entirety and Exhibit A to this Amendment No. 1 substituted in place thereof.

6. Except as herein modified, all other provisions of the Partnership Agreement shall be and remain in full force and effect.

7. This Amendment No. 1 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

8. This Amendment No. 1 shall be governed by and construed in accordance with the laws of the State of Delaware.

9. This Amendment No. 1 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Partners and delivered to the Partnership.

 

3


IN WITNESS WHEREOF , the Partners have hereunto set their hands and seals as of the day and year first above written.

 

        MANAGING PARTNER:
        RANKIN MANAGEMENT, INC.
Witness  

 

      By:  

/s/ Alfred M. Rankin, Jr.

        Name:   Alfred M. Rankin, Jr.
        Title:   President
Witness  

 

       
Witness  

 

      and  

/s/ Roger F. Rankin

        Name:   Roger F. Rankin
        Title:   Secretary
Witness  

 

       


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

        Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between National City Bank, as co-trustee, and Roger F. Rankin, as co-trustee, creating a trust for the benefit of Roger F. Rankin
Witness  

 

      By:  

/s/ Roger F. Rankin

        Name:   Roger F. Rankin
        Title:   Trustee
Witness  

 

       
        NATIONAL CITY BANK, as Trustee
Witness  

 

      By:  

/s/ Leigh H. Carter

        Name:   Leigh H. Carter
        Title:   Vice President
Witness  

 

       


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

        Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between National City Bank, as co-trustee, and Thomas T. Rankin, as co-trustee, creating a trust for the benefit of Thomas T. Rankin
Witness  

 

      By:  

/s/ Thomas T. Rankin

        Name:   Thomas T. Rankin
        Title:   Trustee
Witness  

 

       
        NATIONAL CITY BANK, as Trustee
Witness  

 

      By:  

/s/ Leigh H. Carter

        Name:   Leigh H. Carter
        Title:   Vice President
Witness  

 

       


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

        Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between National City Bank, as co-trustee, and Claiborne R. Rankin, as co-trustee, creating a trust for the benefit of Claiborne R. Rankin
Witness  

 

      By:  

/s/ Claiborne R. Rankin

        Name:   Claiborne R. Rankin
        Title:   Trustee
Witness  

 

       
        NATIONAL CITY BANK, as Trustee
Witness  

 

      By:  

/s/ Leigh H. Carter

        Name:   Leigh H. Carter
        Title:   Vice President
Witness  

 

       


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

   Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin (successor in interest to the Trust created by the Agreement dated July 12, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin)
Witness                                                                  By:  

/s/ Alfred M. Rankin, Jr.

   Name:   Alfred M. Rankin, Jr.
   Title:   Trustee
Witness                                                                   


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

   Trust created by the Agreement, dated 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.)
Witness                                                                  By:  

/s/ Alfred M. Rankin, Jr.

   Name:   Alfred M. Rankin, Jr.
   Title:   Trustee
Witness                                                                   


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

     Trust created by the Agreement, dated September 28, 2000, as supplemented,
amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T.
Rankin, creating a trust for the benefit of Bruce T. Rankin (successor in interest
to the Trust created by the Agreement, dated August 12, 1974, as supplemented,
amended and restated, between National City Bank, as trustee, and Bruce T.
Rankin, creating a trust for the benefit of Bruce T. Rankin)
Witness                                                                  By:  

/s/ Alfred M. Rankin, Jr.

   Name:   Alfred M. Rankin, Jr.
   Title:   Trustee
Witness                                                                   


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

     Trust created by the Agreement, dated December 29, 1989, between Alfred M.
Rankin, Jr., as trustee, and Helen P. (Rankin) Butler creating a trust for the
benefit of Helen P. (Rankin) Butler
Witness                                                                  By:  

/s/ Alfred M. Rankin, Jr.

   Name:   Alfred M. Rankin, Jr.
   Title:   Trustee
Witness                                                                    


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

     Trust created by the Agreement, dated December 29, 1989, as
supplemented, amended and restated, between Alfred M. Rankin,
Jr., as trustee, and Clara T. (Rankin) Williams, creating a trust for
the benefit of Clara T. (Rankin) Williams
Witness                                                          By:  

/s/ Alfred M. Rankin, Jr.

   Name:   Alfred M. Rankin, Jr.
   Title:   Trustee
Witness                                                           


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

     Trust created by the Agreement, dated December 20, 1993, between
Matthew M. Rankin, as trustee, and Matthew M. Rankin, creating a
trust for the benefit of Matthew M. Rankin
Witness                                                          By:  

/s/ Matthew M. Rankin

   Name:   Matthew M. Rankin
   Title:   Trustee
Witness                                                           


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

         JAMES T. RANKIN
Witness                                                           

/s/ James T. Rankin

     James T. Rankin
Witness                                                           


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

     Trust created by the Agreement, dated January 13, 1998, between
Claiborne R. Rankin, as trustee, and Chloe E. (Rankin) Seelbach,
creating a trust for the benefit of Chloe E. (Rankin) Seelbach
Witness                                                          By:  

/s/ Claiborne R. Rankin

   Name:   Claiborne R. Rankin
   Title:   Trustee
Witness                                                           


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

     Trust created by the Agreement, dated August 25, 2000, between
Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, Jr.,
creating a trust for the benefit of Claiborne R. Rankin, Jr.
Witness                                                          By:  

/s/ Claiborne R. Rankin

   Name:   Claiborne R. Rankin
   Title:   Trustee
Witness                                                           


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

       CLAIBORNE R. RANKIN as Custodian for Julia L. Rankin under the Ohio Transfers to Minors Act
Witness   

 

    By:  

/s/ Claiborne R. Rankin

       Name:   Claiborne R. Rankin
       Title:   Custodian
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

       ALISON A. RANKIN as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
Witness   

 

    By:  

/s/ Alison A. Rankin

       Name:   Alison A. Rankin
       Title:   Trustee
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

       ALISON A. RANKIN as trustee fbo Elizabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor
Witness   

 

    By:  

/s/ Alison A. Rankin

       Name:   Alison A. Rankin
       Title:   Trustee
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

       JOHN C. BUTLER, JR. as Custodian for Clara Rankin Butler under the Ohio Transfers to Minors Act
Witness   

 

    By:  

/s/ John C. Butler, Jr.

       Name:   John C. Butler, Jr.
       Title:   Custodian
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

             JOHN C. BUTLER, JR.
Witness   

 

   

/s/ John C. Butler, Jr.

       John C. Butler, Jr.
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

         CORBIN K. RANKIN
Witness   

 

     

/s/ Corbin K. Rankin

         Corbin K. Rankin
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

         CHLOE O. RANKIN
Witness   

 

     

/s/ Chloe O. Rankin

         Chloe O. Rankin
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

         ALISON A. RANKIN
Witness   

 

     

/s/ Alison A. Rankin

         Alison A. Rankin
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

       JOHN C. BUTLER, JR. as Custodian for Griffin B. Butler under the Ohio Transfers to Minors Act
Witness   

 

    By:  

/s/ John C. Butler, Jr.

       Name:   John C. Butler, Jr.
       Title:   Custodian
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

         DAVID B. WILLIAMS
Witness   

 

     

/s/ David B. Williams

         David B. Williams
Witness   

 

     


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

        ALISON A. RANKIN as Trustee under Irrevocable Trust No. 2,
dated September 11, 2000, for the benefit of A. Farnham Rankin
Witness                                                                   By:  

/s/ Alison A. Rankin

    Name:   Alison A. Rankin
    Title:   Trustee
Witness                                                                    


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

        ALISON A. RANKIN as Trustee under Irrevocable Trust No. 2,
dated September 11, 2000, for the benefit of Elisabeth M. Rankin
Witness                                                                   By:  

/s/ Alison A. Rankin

    Name:   Alison A. Rankin
    Title:   Trustee
Witness                                                                    


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

        Trust created by the Agreement, dated September 28, 2000, as
supplemented, amended and restated between Victoire G. Rankin,
as trustee, and Victoire G. Rankin, creating a trust for the benefit
of Victoire G. Rankin (successor in interest to the Trust created by
the Agreement, dated July 1, 1969, as supplemented, amended
and restated, between National City Bank, as trustee, and
Victoire G. Rankin, creating a trust for the benefit of
Victoire G. Rankin)
Witness                                                                   By:  

/s/ Victoire G. Rankin

    Name:   Victoire G. Rankin
    Title:   Trustee
Witness                                                                    


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

    Trust created by the Agreement, dated September 11, 2000, as supplemented, amended and restated, between Alison A. Rankin, as trustee, and Alison A. Rankin, creating a trust for the benefit of Alison A. Rankin
Witness                                                                   By:  

/s/ Alison A. Rankin

    Name:   Alison A. Rankin
    Title:   Trustee
Witness                                                                    


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

      SCOTT SEELBACH
Witness                                                                    

/s/ Scott Seelbach

      Scott Seelbach
Witness                                                                    


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

    CLARA RANKIN WILLIAMS as Custodian for Margo Jamison Victoire Williams under the Ohio Transfers to Minors Act
Witness                                                                   By:  

/s/ Clara Rankin Williams

    Name:   Clara Rankin Williams
    Title:   Custodian
Witness                                                                    


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

    CORBIN K. RANKIN as Custodian for Thomas (Parker) Rankin under the Virginia Uniform Gifts to Minors Act
Witness                                                                   By:  

/s/ Corbin K. Rankin

    Name:   Corbin K. Rankin
    Title:   Custodian
Witness                                                                    


Limited Partner Signature Page for Amendment No. 1 to Limited Partnership Agreement

 

    CLAIBORNE R. RANKIN as Custodian for Claiborne R. Rankin, Jr. under the Ohio Transfers to Minors Act
Witness                                                                   By:  

/s/ Claiborne R. Rankin

    Name:   Claiborne R. Rankin
    Title:   Custodian
Witness                                                                    


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
   Partnership Interests     Shares
Contributed
 

GENERAL PARTNER

       

Rankin Management, Inc.

   1      0.27089442567     2,000  
   2      0.27089442567     2,000  
   3      0.27089442567     2,000  
   4      0.27089442567     2,000  
     

 

 

   

 

 

 

Total

        1.08357770268     8,000  

LIMITED PARTNERS

       
Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between National City Bank, as co-trustee, and Roger F. Rankin, as co-trustee, creating a trust for the benefit of Roger F. Rankin    1      1.08357770268     8,000  

10/31/00 Gifts by Roger F. Rankin Trust

        -0.22462224350750     N/A  
     

 

 

   

Subtotal

        0.8589554591725     N/A  

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        1.08357770268     N/A  

10/31/00 Gifts by Roger F. Rankin Trust

        -1.08357770268     N/A  
     

 

 

   

 

 

 

Total

        0.91052408327689     8,000  

Alison A. Rankin

       

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  
     

 

 

   

Total

        0.05156862410439  
Trust created by the Agreement, dated September 11, 2000, as supplemented, amended and restated, between Alison A. Rankin, as trustee, and Alison A. Rankin, creating a trust for the benefit of Alison A. Rankin        

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin (successor in interest to the Trust created by the Agreement, dated August 12, 1974, as supplemented, amended and restated, between National City Bank, as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin) (“Bruce T. Rankin Trust”)    1      0.08668621621439     640  
   2      0.108357770268     800  
   3      0.0189626097969     140  


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
   Partnership Interests     Shares
Contributed
 

Bruce T. Rankin Trust cont’d.

   4      0.162536655402     1,200  
   5      0.3250733108039     2,400  
   6      0.243804983103     1,800  
   7      0.08126832770099     600  
   8      0.162536655402     1,200  
   9      0.3521627533709     2,600  
   10      0.360289586141     2,660  
   11      0.04876099662059     360  
   12      0.4551026351255     3,360  
   13      0.27089442567     2,000  
   14      0.216715540536     1,600  
   15      0.027089442567     200  
   16      0.27089442567     2,000  
   17      0.1544098226319     1,140  
   18      0.216715540536     1,600  
   19      0.3521627533709     2,600  
   20      0.0441557913842     326  
   21      0.135447212835     1,000  
   22      1.137756587814     8,400  
   23      0.06772360641749     500  
   24      0.1544098226319     1,140  
   25      3.250733108039     24,000  
   26      0.027089442567     200  
   27      0.1489919341185     1,100  
   28      2.126521241509     15,700  
   29      0.03657074746544     270  
   30      1.191935472948     8,800  
   31      3.250733108039     24,000  
   32      0.05621059332652     415  
   33      0.05146994087729     380  
   34      0.05079270481312     375  
   35      1.110667145247     8,200  
   36      0.027089442567     200  
   37      0.027089442567     200  
   38      0.002031708192525     15  
   39      0.0112421186653     83  
   40      0.01449285177334     107  

 

2


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
     Partnership Interests     Shares
Contributed
 
Bruce T. Rankin Trust cont’d.      41        0.4063416385049     3,000  
     42        0.1856168604691     1,370.4  
     43        1.110667145247     8,200  
     44        0.00685362896945     50.6  

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  
     

 

 

   

 

 

 

Total

        18.598627373023435     136,932  
Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin (successor in interest to the Trust created by the Agreement, dated July 12, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin) (the “Clara T. Rankin Trust”)      1        1.164846030381     8,600  

04/01/98 Gifts by Clara T . Rankin Trust

        -0.201558352433     N/A  

12/31/98 Gifts by Clara T. Rankin Trust

        -0.21604579856046     N/A  

05/14/99 Gifts by Clara T. Rankin Trust

        -0.57883424288     N/A  
     

 

 

   

 

 

 

Subtotal

        0.16840763650754  
     2        1.359890016863     10,040  
     3        0.27089442567     2,000  
     4        0.1279976161291     945  
     5        3.099032229664     22,880  
     6        0.0162536655402     120  
     7        3.099032229664     22,880  
     8        1.560351891859     11,520  
     9        4.808376055642     35,500  
     10        3.223643665472     23,800  
     11        43.75229413717     323,021  

05/14/99 Gifts by Clara T. Rankin Trust

        2.438049831029601993       N/A  

10/31/00 Gifts by Clara T. Rankin Trust

        -1.01080009578348     N/A  
     

 

 

   

 

 

 

Subtotal

        40.30344  
     12        4.511340317895     33,307  
     13        1.35447212835     10,000  
     14        7.686629328385     56,750  
     

 

 

   

 

 

 

Total

        71.58977     561,363  

 

3


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
     Partnership Interests     Shares
Contributed
 
Trust created by the Agreement, dated 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.) (the “Alfred M. Rankin Trust”)      1        1.08357770268     8,000  

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

05/14/99 Gifts by Alfred M. Rankin Trust

        -0.22050828300364     N/A  

10/31/00 Gifts by Alfred M. Rankin Trust

        -0.67386673052226     N/A  
     

 

 

   

 

 

 

Total

        0.24077131325849     8,000  
Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated between Victoire G. Rankin, as trustee, and Victoire G. Rankin, creating a trust for the benefit of Victoire G. Rankin (successor in interest to the Trust created by the Agreement, dated July 1, 1969, as supplemented, amended and restated, between National City Bank, as trustee, and Victoire G. Rankin, creating a trust for the benefit of Victoire G. Rankin)        

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
     

 

 

   

 

 

 

Total

        0.10772418498125  

 

4


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
     Partnership Interests     Shares
Contributed
 
Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between National City Bank, as co-trustee, and Thomas T. Rankin, as co-trustee, creating a trust for the benefit of Thomas T. Rankin (the “Thomas T. Rankin Trust”)      1        0.27089442567     2,000  
     2        0.8126832770099     6,000  

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.8126832770     N/A  

12/17/99 Gift to Thomas T. Rankin as Custodian for Thomas (Parker) Rankin under the Virginia Uniform Gifts to Minors Act

        -0.8126832770     N/A  
     

 

 

   

 

 

 

Total

        1.13514632678439     8,000  

Corbin Rankin

       

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
     

 

 

   

 

 

 

Total

        0.10772418498125  
Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between National City Bank, as co-trustee, and Claiborne R. Rankin, as co-trustee, creating a trust for the benefit of Claiborne R. Rankin (the “Claiborne R. Rankin Trust”)      1        1.08357770268     8,000  

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.5417888513     N/A  

12/17/99 Gifts to Children

        -0.5417888513     N/A  
     

 

 

   

 

 

 

Total

        1.13514632678439  

Chloe O. Rankin

       

12/31/98 Gift from Clara T. Rankin Trust

        0.02400508872894     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
     

 

 

   

 

 

 

Total

        0.10772418498125  

 

5


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
   Partnership Interests     Shares
Contributed
 
Trust created by the Agreement, dated December 29, 1989, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler, creating a trust for the benefit of Helen P. (Rankin) Butler        

04/09/98 Gift from Clara T. Rankin Trust

        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

05/14/99 Gift from Alfred M. Rankin Trust

        0.05512707075091     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  

10/31/00 Gift from Alfred M. Rankin Trust

        0.11231112175375     N/A  
     

 

 

   

 

 

 

Total

        0.26795381812639  
Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams, creating a trust for the benefit of Clara T. (Rankin) Williams        

04/09/98 Gift from Clara T. Rankin Trust

        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

05/14/99 Gift from Alfred M. Rankin Trust

        0.05512707075091     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  

10/31/00 Gift from Alfred M. Rankin Trust

        0.11231112175375     N/A  
     

 

 

   

 

 

 

Total

        0.26795381812639  
Trust created by the Agreement, dated December 20, 1993, between Matthew M. Rankin, as trustee, and Matthew M. Rankin, creating a trust for the benefit of Matthew M. Rankin        

04/09/98 Gift from Clara T. Rankin Trust

   1      0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
     

 

 

   

Total

        0.10051562562173    
James T. Rankin        

04/09/98 Gift from Clara T. Rankin Trust

   1      0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
     

 

 

   

 

 

 

Total

        0.10051562562173    

 

6


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
     Partnership Interests     Shares
Contributed
 
Thomas T. Rankin as Custodian for Thomas (Parker) Rankin under the Virginia Uniform Gifts to Minors Act        

04/09/98 Gift from Clara T. Rankin Trust

     1        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

12/17/99 Gift from Thomas T. Rankin Trust

        0.8126832770     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
     

 

 

   

 

 

 

Total

        0.91319990262173    
Trust created by the Agreement, dated January 13, 1998, between Claiborne R. Rankin, as trustee, and Chloe E. (Rankin) Seelbach, creating a trust for the benefit of Chloe E. (Rankin) Seelbach        

04/09/98 Gift from Clara T. Rankin Trust

     1        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
     

 

 

   

 

 

 

Total

        0.10051562562173    
Claiborne R. Rankin as Custodian for Claiborne R. Rankin, Jr. under the Ohio Transfers to Minors Act        

04/09/98 Gift from Clara T. Rankin Trust

     1        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

12/17/99 Gift from Claiborne R. Rankin Trust

        0.0677236064     N/A  
     

 

 

   

 

 

 

Total

        0.11208367114487  
Trust created by the Agreement, dated August 25, 2000, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, Jr., creating a trust for the benefit of Claiborne R. Rankin, Jr.        

10/30/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
Claiborne R. Rankin as Custodian for Julia L. Rankin under the Ohio Transfers to Minors Act        

04/09/98 Gift from Clara T. Rankin Trust

     1        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

12/17/99 Gift from Claiborne R. Rankin Trust

        0.4740652448     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  
     

 

 

   

 

 

 

Total

        0.57458087042173  

 

7


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
     Partnership Interests     Shares
Contributed
 
Alison A. Rankin as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, Roger Rankin, Grantor        

04/09/98 Gift from Clara T. Rankin Trust

     1        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  

10/31/00 Gift from Roger F. Rankin Trust

        0.11231112175375     N/A  
     

 

 

   

 

 

 

Total

        0.21282674737548  
Alison A. Rankin, as trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin        

10/31/00 Gift from Roger F. Rankin Trust

        0.413926682423692428     N/A  
Alison A. Rankin as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, Roger Rankin, Grantor        

04/09/98 Gift from Clara T. Rankin Trust

     1        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  

10/31/00 Gift from Roger F. Rankin Trust

        0.11231112175375     N/A  
     

 

 

   

 

 

 

Total

        0.21282674737548  
Alison A. Rankin, as trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin        

10/31/00 Gift from Roger F. Rankin Trust

        0.669651020256130682     N/A  
John C. Butler, Jr. as Custodian for Clara Rankin Butler under the Ohio Transfers to Minors Act        

04/09/98 Gift from Clara T. Rankin Trust

     1        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

05/14/99 Gift from Alfred M. Rankin Trust

        0.05512707075091     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  

10/31/00 Gift from Alfred M. Rankin Trust

        0.11231112175375     N/A  
     

 

 

   

 

 

 

Total

        0.26795381812639  

 

8


RANKIN ASSOCIATES II, LP

SCHEDULE A

PARTNERS/CONTRIBUTIONS/TRANSFERS/PARTNERSHIP INTERESTS

(AS AMENDED AS OF DECEMBER      , 2001)

 

Name

   Tax
Lots
     Partnership Interests     Shares
Contributed
 
John C. Butler, Jr.        

04/09/98 Gift from Clara T. Rankin Trust

        0.01679652936942     N/A  

05/14/99 Gift from Clara T. Rankin Trust

        0.02756353537545     N/A  

05/14/99 Gift from Alfred M. Rankin Trust

        0.05512707075091     N/A  

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  

10/31/00 Gift from Alfred M. Rankin Trust

        0.11231112175375     N/A  
     

 

 

   

 

 

 

Total

        0.26795381812639  
John C. Butler, Jr. as Custodian for Griffin B. Butler under the Ohio Transfers to Minors Act        

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  

10/31/00 Gift from Alfred M. Rankin Trust

        0.11231112175375     N/A  
     

 

 

   

 

 

 

Total

        0.16846668262061  
David B. Williams        

10/31/00 Gift from Clara T. Rankin Trust

        0.05615556087686     N/A  

10/31/00 Gift from Alfred M. Rankin Trust

        0.11231112175375     N/A  
     

 

 

   

 

 

 

Total

        0.16846668262061  
SUBTOTAL         100.00000     730,295  
Rounding Error         0.00000  
     

 

 

   

 

 

 
TOTAL         100.00000     730,295  

NOTE: Class A shares contributed are allocated to specific “Lots” in order to facilitate Code Section 704(c) allocations and do not in any respect reflect an interest of the respective partner for any particular shares or number of shares held by the Partnership.

 

9

Exhibit 8

AMENDMENT NO. 2

TO

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES II, L.P.

This AMENDMENT NO. 2 TO LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES II, L.P. (this “Amendment No. 2”), dated as of December 17, 2002, is made by and among Rankin Management, Inc., a Delaware corporation, as general partner, and the persons indicated as limited partners on Schedule A , as previously amended (the “Limited Partners”), to the Limited Partnership Agreement of Rankin Associates II, L.P., dated as of February 6, 1998, as amended as of December 26, 2001 (the “Partnership Agreement”). Unless otherwise indicated, capitalized terms used herein without definition shall have the respective meanings set forth in the Partnership Agreement.

RECITALS :

A. The current Partners of the Partnership wish to amend the Partnership Agreement to amend certain provisions contained in the Partnership Agreement.

AGREEMENTS :

In consideration of the mutual promises, covenants and agreements set forth in this Amendment No. 2, the Partners agree as follows:

1. The definition of “Net Operating Cash Flow” set forth in Section 1.36 of the Partnership Agreement shall be deleted in its entirety and the following shall replace in its entirety Section 1.36:

1.36 “ Net Operating Cash Flow ” means the net cash flow to the Partnership resulting from ownership and operation of the Partnership Property, plus any other items of income received in cash by the Partnership, (i) less all debts and expenses paid in the operation of the Partnership, (ii) less any reserves which the Managing Partner, in the exercise of his, her or its fiduciary responsibility, deems reasonably necessary or appropriate for the operation of the Partnership, (iii) and less all proceeds that are (A) received by the Partnership from the Transfer of Partnership Property, and (B) used to purchase other Partnership Property. In establishing reserves, the Managing Partner may expressly hold back any amount which the Managing Partner believes to be appropriate to take advantage of a business or investment opportunity that is expected to benefit the Partners generally within a reasonable period of time.

2. Section 7.3 of the Partnership Agreement shall be deleted in its entirety and the following shall replace in its entirety Section 7.3:

7.3 Unrestricted Transfers . Notwithstanding anything to the contrary contained herein, each Partner or Authorized Transferee of such Partner shall be entitled


to Transfer all or any portion of his, her or its Partnership Interests to any Authorized Transferee of such Partner and such Transfer to any such Authorized Transferee shall not need to comply with any other provision of this Agreement. Any Partner who elects to transfer a Partnership Interest to any such Authorized Transferee pursuant to this Section 7.3 shall prior to such Transfer provide written notice to the Managing Partner of such Transfer.

3. Except as herein modified, all other provisions of the Partnership Agreement shall be and remain in full force and effect.

4. This Amendment No. 2 shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

5. This Amendment No. 2 shall be governed by and construed in accordance with the laws of the State of Delaware.

6. This Amendment No. 2 may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Partners and delivered to the Partnership.

 

2


IN WITNESS WHEREOF , the Partners have hereunto set their hands and seals as of the day and year first above written.

 

MANAGING PARTNER:
RANKIN MANAGEMENT, INC.
By:  

/s/ Alfred M. Rankin, Jr.

Name:   Alfred M. Rankin, Jr.
Title:   President
and  

/s/ Roger F. Rankin

Name:   Roger F. Rankin
Title:   Secretary


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin (successor in interest to the Trust created by the Agreement dated July 12, 1967, as supplemented, amended and restated, between National City Bank, as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin)
By:  

/s/ Alfred M. Rankin, Jr.

Name:   Alfred M. Rankin, Jr.
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated 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.)
By:  

/s/ Alfred M. Rankin, Jr.

Name:  

Alfred M. Rankin, Jr.

Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin (successor in interest to the Trust created by the Agreement, dated August 12, 1974, as supplemented, amended and restated, between National City Bank, as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin)
By:  

/s/ Alfred M. Rankin, Jr.

Name:  

Alfred M. Rankin, Jr.

Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated December 29, 1989, between Alfred M. Rankin, Jr., as trustee, and Helen P. (Rankin) Butler creating a trust for the benefit of Helen P. (Rankin) Butler
By:  

/s/ Alfred M. Rankin, Jr.

Name:  

Alfred M. Rankin, Jr.

Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. (Rankin) Williams, creating a trust for the benefit of Clara T. (Rankin) Williams
By:  

/s/ Alfred M. Rankin, Jr.

Name:  

Alfred M. Rankin, Jr.

Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated September 28, 2000, as supplemented, amended and restated between Victoire G. Rankin, as trustee, and Victoire G. Rankin, creating a trust for the benefit of Victoire G. Rankin (successor in interest to the Trust created by the Agreement, dated July 1, 1969, as supplemented, amended and restated, between National City Bank, as trustee, and Victoire G. Rankin, creating a trust for the benefit of Victoire G. Rankin)
By:  

/s/ Victoire G. Rankin

Name:  

Victoire G. Rankin

Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Clara T. Rankin Qualified Annuity Trust 2004 A
By:  

/s/ Alfred M. Rankin, Jr.

Name:   Alfred M. Rankin, Jr.
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

ALISON A. RANKIN as trustee fbo A.

Farnham Rankin under Irrevocable Trust No.1,

dated December 18, 1997, with Roger Rankin,

Grantor

By:  

/s/ Alison A. Rankin

Name:   Alison A. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

ALISON A. RANKIN as trustee fbo Elizabeth

M. Rankin under Irrevocable Trust No. 1, dated

December 18, 1997, with Roger Rankin,

Grantor

By:  

/s/ Alison A. Rankin

Name:   Alison A. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

  ALISON A. RANKIN
 

/s/ Alison A. Rankin

  Alison A. Rankin


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

ALISON A. RANKIN as Trustee under

Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin

By:  

/s/ Alison A. Rankin

Name:   Alison A. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

ALISON A. RANKIN as Trustee under

Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin

By:  

/s/ Alison A. Rankin

Name:   Alison A. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated September 11, 2000, as supplemented, amended and restated, between Alison A. Rankin, as trustee, and Alison A. Rankin, creating a trust for the benefit of Alison A. Rankin
By:  

/s/ Alison A. Rankin

Name:   Alison A. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:  

/s/ Claiborne R. Rankin

Name:   Claiborne R. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated

January 13, 1998, between Claiborne R. Rankin,

as trustee, and Chloe E. (Rankin) Seelbach,

creating a trust for the benefit of Chloe E.

(Rankin) Seelbach

By:  

/s/ Claiborne R. Rankin

Name:   Claiborne R. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated

August 25, 2000, between Claiborne R. Rankin,

as trustee, and Claiborne R. Rankin, Jr., creating

a trust for the benefit of Claiborne R. Rankin, Jr.

By:  

/s/ Claiborne R. Rankin

Name:   Claiborne R. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

CLAIBORNE R. RANKIN as Custodian for Claiborne R. Rankin, Jr. under the Ohio Transfers to Minors Act
By:  

/s/ Claiborne R. Rankin

Name:   Claiborne R. Rankin
Title:   Custodian


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

CLAIBORNE R. RANKIN as Custodian for Julia L. Rankin under the Ohio Transfers to Minors Act
By:  

/s/ Claiborne R. Rankin

Name:   Claiborne R. Rankin
Title:   Custodian


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin

/s/ Chloe O. Rankin

Name:   Chloe O. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

THOMAS T. RANKIN as Custodian for Thomas (Parker) Rankin under the Virginia Uniform Gifts to Minors Act
By:  

/s/ Thomas T. Rankin

Name:   Thomas T. Rankin
Title:   Custodian


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

CORBIN K. RANKIN

/s/ Corbin K. Rankin

Corbin K. Rankin


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

CORBIN K. RANKIN as Custodian for Thomas (Parker) Rankin under the Virginia Uniform Gifts to Minors Act
By:  

/s/ Corbin K. Rankin

Name:   Corbin K. Rankin
Title:   Custodian


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated December 20, 1993, between Matthew M. Rankin, as trustee, and Matthew M. Rankin, creating a trust for the benefit of Matthew M. Rankin
By:  

/s/ Matthew M. Rankin

Name:   Matthew M. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

JAMES T. RANKIN

/s/ James T. Rankin

James T. Rankin


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:  

/s/ Roger F. Rankin

Name:   Roger F. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:  

/s/ Thomas T. Rankin

Name:   Thomas T. Rankin
Title:   Trustee


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

DAVID B. WILLIAMS

/s/ David B. Williams

David B. Williams


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

CLARA RANKIN WILLIAMS as Custodian for Margo Jamison Victoire Williams under the Ohio Transfers to Minors Act
By:  

/s/ Clara Rankin Williams

Name:   Clara Rankin Williams
Title:   Custodian


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

JOHN C. BUTLER, JR. as Custodian for Clara Rankin Butler under the Ohio Transfers to Minors Act
By:  

/s/ John C. Butler, Jr.

Name:   John C. Butler, Jr.
Title:   Custodian


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

JOHN C. BUTLER, JR.

/s/ John C. Butler, Jr.

John C. Butler, Jr.


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

JOHN C. BUTLER, JR. as Custodian for Griffin B. Butler under the Ohio Transfers to Minors Act
By:  

/s/ John C. Butler, Jr.

Name:   John C. Butler, Jr.
Title:   Custodian


Limited Partner Signature Page for Amendment No. 2 to Partnership Agreement

 

SCOTT SEELBACH

/s/ Scott Seelbach

Scott Seelbach

Exhibit 10

AMENDMENT

TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES IV, L.P.

This AMENDMENT TO AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT OF RANKIN ASSOCIATES IV, L.P. (this “Amendment”), dated as of March 22, 2006, is made by and among the persons indicated as general partners and limited partners on Schedule A , as previously amended, to the Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of February 7, 2005 (the “Partnership Agreement”). Unless otherwise indicated, capitalized terms used herein without definition shall have the respective meanings set forth in the Partnership Agreement.

RECITALS :

A. The current Partners of the Partnership wish to amend the Partnership Agreement to amend certain provisions contained in the Partnership Agreement.

AGREEMENTS :

In consideration of the mutual promises, covenants and agreements set forth in this Amendment, the Partners agree as follows:

1. Section 8.3 of the Partnership Agreement shall be deleted in its entirety and the following shall replace in its entirety Section 8.3:

8.3 Unrestricted Transfers . Notwithstanding anything to the contrary contained herein (except Sections 5.2(d), 8.1 and 8.2, which will apply to any Transfer of Partnership Interests), each Partner or Authorized Transferee of such Partner shall be entitled to Transfer all or any portion of his, her or its Partnership Interests to any Authorized Transferee of such Partner and such Transfer to any such Authorized Transferee shall not need to comply with any other provision of this Agreement. Any Partner who elects to transfer a Partnership Interest to any such Authorized Transferee pursuant to this Section 8.3 shall prior to such Transfer provide written notice to the General Partners of such Transfer.

2. Except as herein modified, all other provisions of the Partnership Agreement shall be and remain in full force and effect.

3. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

4. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware.


5. This Amendment may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Partners and delivered to the Partnership.

IN WITNESS WHEREOF , the Partners have hereunto set their hands and seals as of the day and year first above written.

GENERAL PARTNERS:

 

Trust created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin     Trust created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit Thomas T. Rankin
By:  

/s/ Roger F. Rankin

    By:  

/s/ Thomas T. Rankin

Name:   Roger F. Rankin     Name:   Thomas T. Rankin
Title:   Trustee     Title:   Trustee
Trust created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin as trustee, and Claiborne R. Rankin, creating a trust for the benefit Claiborne R. Rankin     Trust created by 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.
By:  

/s/ Claiborne R. Rankin

    By:  

/s/ Alfred M. Rankin, Jr.

Name:   Claiborne R. Rankin     Name:   Alfred M. Rankin, Jr.
Title:   Trustee     Title:   Trustee


Limited Partner Signature Page for Amendment to Partnership Agreement

 

Trust created by the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, creating a trust for the benefit of Clara T. Rankin
By:  

/s/ Alfred M. Rankin, Jr.

Name:   Alfred M. Rankin, Jr.
Title:   Trustee

Exhibit 11

ADDENDUM TO THE

AMENDED AND RESTATED

LIMITED PARTNERSHIP AGREEMENT

OF

RANKIN ASSOCIATES IV, L.P.

This Addendum (this “Addendum”), dated as of October 28, 2016, to Amended and Restated Limited Partnership Agreement of Rankin Associates IV, L.P., dated as of February 7, 2005, as amended as of March 22, 2006 (the “Agreement”), is made by and among the Partners of Rankin Associates IV, L.P., a Delaware limited partnership (the “Partnership”).

RECITALS :

WHEREAS, the Partnership owns interests in Hyster-Yale Materials Handling, Inc., a Delaware corporation (“HY”); and

WHEREAS, the Partners of the Partnership deem it advisable to add certain language, by this Addendum, to the Agreement to account for the HY interests owned by it.

AGREEMENTS :

In consideration of the mutual promises, covenants and agreements set forth in this Addendum, the Partners of the Partnership agree as follows:

1. The following Sections shall apply in place of those same numbered Sections currently set forth in the Agreement but only with respect to the HY interest(s) owned by the Partnership, and the Sections currently set forth in the Agreement shall continue to apply with respect to all other interests owned by the Partnership (including NACCO, as defined in the Agreement) and shall not be modified in any way by this Addendum:

Section 1.3

“1.3 “ Applicable HY Class A Closing Price Average ” means the average of the closing prices of the HY Class A Shares on the New York Stock Exchange (or on the principal national securities exchange or automated quotation system of national securities dealers on which the HY Class A Shares may then be traded) on the five trading dates preceding the relevant Starting Date as reported in The Wall Street Journal (or, if such periodical is not then published, the most comparable periodical then being published).”

Section 1.5

“1.5 “ Authorized Transferee ” means a Qualified Trust of Clara T. Rankin or of any member of a Family Group who (A)(i) would be a “Permitted Transferee” of the Transferring


Partner under Article IV, Section 3, paragraph 4 of the HY Restated Certificate, if the Transferring Partner were Transferring HY Class B Shares instead of Partnership Interests; and (ii) is eligible to be a Partner of the Partnership without causing any HY Class B Shares then held or thereafter acquired by the Partnership to be converted into HY Class A Shares pursuant to the provisions of Article IV, Section 3, paragraph 4(a)(i)(E) of the HY Restated Certificate; and (iii) is a “Participating Stockholder” under Section 1.14 of the HY Stockholders’ Agreement; and (B) unless such Qualified Trust is a Partner immediately prior to the Transfer of Partnership Interests to such Qualified Trust, prior to or simultaneously with such Transfer, executes and delivers to the Partnership a counterpart of this Agreement, executed by the trustee of such Qualified Trust, agreeing to be subject to the restrictions and obligations of a Partner hereunder and to hold all Partnership Interests then owned or later acquired by such Qualified Trust in accordance with the terms of this Agreement, such counterpart to be substantially in the form of Exhibit 1 .”

Section 1.25

“1.25 “ Former Partner ” means (i) a Partner that has ceased to be a Qualified Trust, and has become a Former Partner, pursuant to the terms of Section 1.58; (ii) a Partner who has become a Bankrupt Partner and a Former Partner, pursuant to the terms of Section 1.6; (iii) a Partner who has become a Pledgor Partner and a Former Partner, pursuant to the terms of Section 1.53; and (iv) a Partner who ceases to be a “Participating Stockholder” under Section 1.14 of the HY Stockholders’ Agreement.”

Section 1.33

“1.33 “ HY ” means Hyster-Yale Materials Handling, Inc., a Delaware corporation.”

Section 1.34

“1.34 “ HY Class A Shares ” means shares of Class A Common Stock, par value $0.01 per share, of HY.”

Section 1.35

“1.35. “ HY Class B Shares ” means shares of Class B Common Stock, par value $0.01 per share, of HY.”

Section 1.36

“1.36 “ HY Stockholders’ Agreement ” means the Stockholders’ Agreement, dated as of September 28, 2012, by and among HY, as HY and as depository, and the Participating Stockholders (as such term is defined therein), as amended from time to time.”

Section 1.37

“1.37 “ HY Restated Certificate ” means the Second Amended and Restated Certificate of Incorporation of HY, filed with the Secretary of State of the State of Delaware on September 26, 2012, as amended.

 

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References to specific sections of the HY Restated Certificate shall be deemed to include references to provisions addressing the same or similar subject matter of any amendment or amendment and restatement of the HY Restated Certificate that becomes effective after the date hereof.”

Section 1.58

“1.58 “ Qualified Trust ” of any individual means any trust (including, without limitation, a voting trust) established by such individual if and as long as the trust is held for the benefit of one or more Family Beneficiaries and any Charitable Organizations and for the benefit of no other Person; provided that such trust may grant a general or special power of appointment to such individual or such individual’s spouse and may permit trust assets to be used to pay taxes, legacies and other obligations of the trust or the estate of such individual or such individual’s spouse payable by reason of the death of such individual or such individual’s spouse; and, provided further that such trust must prohibit (A) the transfer of HY Class B Shares to any Person other than a Permitted Transferee of such trust as defined in Article IV, Section 3, paragraph 4 of the HY Restated Certificate and (B) the Transfer of Partnership Interests to any Person other than to Authorized Transferees of such trust. The restrictions in subclause (B) of the prior sentence shall not be interpreted to restrict a beneficiary who is a member of a Family Group from directing that any Partnership Interests to which he or she is otherwise entitled to receive under such trust be instead transferred to one or more other Qualified Trusts that are Authorized Transferees of the trust at issue. Notwithstanding anything to the contrary contained herein, a trust of Clara T. Rankin or any other individual shall cease to be a Qualified Trust and shall be deemed, to the extent it holds Partnership Interests, to become a Former Partner, immediately prior to any event or lapse of time which causes such trust to no longer qualify as a Qualified Trust as defined in this Section 1.58.”

Section 3.3

“3.3. Status as a Qualified Trust and “Participating Stockholder” . As of the date hereof, (i) such Partner is a Qualified Trust of Clara T. Rankin or a member of a Family Group and no event has occurred that would cause such Partner to become a Former Partner and (ii) such Partner is a “Participating Stockholder” under Section 1.14 of the HY Stockholders’ Agreement and no event has occurred that would cause such Partner, upon the lapse of time or the receipt of notice, or both, to cease to be a “Participating Stockholder” under Section 1.14 of the HY Stockholders’ Agreement. As of the date on which any Authorized Transferee becomes a Partner, such Partner shall be deemed to make the representations contained in the preceding sentence.”

Section 4.5(b)

“(b) All distributions shall be made in proportion to the Partners’ respective Partnership Percentages except (i) when the General Partners approve the disproportionate distribution, or (ii) with respect to any payment of HY Class A Shares by the Partnership pursuant to Section 7.4 or 8.7(a). The General Partners are encouraged to consider disproportionate distributions to defray the income tax liabilities resulting from special allocations under Section 704(c) of the Code, but such disproportionate distributions shall not be

 

3


required. Subject to Section 4.5(a) of this Agreement, the General Partners are expressly authorized to make monthly or other periodic draws with respect to one or more, but not necessarily all, of the Partners, on the condition that compensating distributions, determined with or without interest in the discretion of the General Partners, shall be made to the other Partners on or before the end of March of the following calendar year so that the total draws and compensating distributions shall be proportionate. For all purposes of this Agreement, except as provided in the immediately preceding sentence or Section 1.49(f), a distribution among the Partners which is not in proportion to Partnership Percentages shall be regarded as disproportionate. In the event that a disproportionate distribution occurs, the General Partners shall appropriately adjust the Capital Accounts of the Partners to reflect such disproportionate distribution. Except in the case of a disproportionate distribution attributable to the income tax liabilities resulting from special allocations under Section 704(c) of the Code, such adjustment shall be determined as though the Partnership had redeemed a fraction of the Partnership Interest corresponding to the amount of the distribution that is disproportionate. This adjustment of Capital Accounts, and thus Partnership Interests, shall be in addition to the adjustment in Partnership Percentages.”

Section 5.l(h)

“(h) the determination of whether to pay any portion of a Purchase Price, or interest owed pursuant to Section 7.4, in HY Class A Shares; and”.

Section 5.2

 

  “5.2 Management of Partnership Property Consisting of HY Class A Shares and HY Class B Shares: Admission of New General Partners .

(a) The General Partners owning at least a majority of the General Partnership Interests shall direct the voting of any HY Class A Shares and HY Class B Shares held by the Partnership and may authorize the Partnership to enter into a voting arrangement with respect to any or all of such HY Class A Shares and HY Class B Shares.

(b) The Partnership shall not Transfer, or convert to HY Class A Shares, any HY Class B Shares without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests. Notwithstanding such consent, the Partnership (i) shall not Transfer any HY Class B Shares unless such Transfer is permitted by Article IV, Section 3, paragraph 4 of the HY Restated Certificate and (ii) shall not Transfer, or convert to HY Class A Shares, any HY Class B Shares unless such Transfer or conversion is effected in accordance with the terms of the Stockholders’ Agreement.

(c) The Partnership shall not Transfer any HY Class A Shares, other than pursuant to a share for share exchange to acquire HY Class B Shares, without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of Partners owning more than seventy five percent (75%) of all Partnership Interests.

 

4


(d) Subject to this Section 5.2(d) and the other provisions of this Agreement, a General Partner may transfer all, but not less than all, of its General Partnership Interest to one, but not more than one, Authorized Transferee of such General Partner. No Person shall be admitted as a General Partner of the Partnership without the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and the consent of the Partners owning more than fifty percent (50%) of all Partnership Interests. Notwithstanding such consent, no Person shall be admitted as a General Partner unless such Person is an Authorized Transferee of at least one Partner of the Partnership.”

Section 7.4

“7.4 Payment of Interest . Notwithstanding any other provision of this Agreement, at the Closing related to a Repurchase Obligation, the Partnership and each Partner electing to purchase Repurchase Interests shall pay to the Former Partner, in addition to the Purchase Price, pro-rated interest, calculated from the date of the Withdrawal Event up to the date of the Closing, at an annual rate equal to the annual short-term applicable federal rate in effect at the date of the Withdrawal Event as provided under Section 7872 of the Code. The interest may be paid in cash or HY Class A Shares on the same basis as is provided in Section 8.7 with respect to payment of the Purchase Price.”

Section 8.7

“8. 7 Terms of Sale . The Purchase Price for all Partnership Interests purchased pursuant to Section 8.4 or Section 8.5 shall be paid at the Closing in immediately available United States funds; provided, however:

(a) If the purchaser is the Partnership, the Partnership, at its election and after consultation with counsel, may pay its portion of the Purchase Price in HY Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i) to the extent that the Partnership elects to pay the Purchase Price in HY Class A Shares, the Partnership shall deliver to the Selling Partner such number of HY Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class A Shares, divided by (B) the Applicable HY Class A Closing Price Average (if necessary the Partnership may, subject to Section 5.2, convert any HY Class B Shares held by the Partnership to HY Class A Shares to pay such Purchase Price); and

 

  (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HY Class A Shares.

 

5


(b) If the purchaser is a Partner, such Partner, at his election, may pay his portion of the Purchase Price in HY Class A Shares (if any), immediately available United States funds, or any combination of such consideration as follows:

 

  (i) to the extent that the Partner elects to pay the Purchase Price in HY Class A Shares, such Partner shall deliver to the Selling Partner such number of HY Class A Shares as shall be equal to the quotient of (A) the portion of the Purchase Price payable in HY Class A Shares, divided by (B) the Applicable HY Class A Closing Price Average; and

 

  (ii) immediately available United States funds equal to that portion of the Purchase Price not paid by delivery of HY Class A Shares.”

Section 10.1

“10.1 Dissolution and Termination . The Partnership shall continue in existence until dissolved (a) with the consent of the General Partners owning more than seventy five percent (75%) of the General Partnership Interests and Partners owning more than ninety percent (90%) of all Partnership Interests, or (b) with the consent of the General Partners, at such time, if any, as the Partnership ceases to own any HY Class A Shares and HY Class B Shares. In the event that the Partnership is dissolved, the assets of the Partnership shall be liquidated as promptly as is consistent with obtaining the Fair Market Value thereof, and the proceeds therefrom, together with any assets distributed in kind, shall be distributed (i) first to creditors to satisfy all debts and liabilities of the Partnership (including any liabilities arising under Section 8.5) other than loans or advances made by the Partners to the Partnership, (ii) then to the establishment of reserves deemed reasonably necessary by the General Partners to satisfy contingent or unforeseen liabilities or obligations of the Partnership, (iii) then to the repayment of any loans or advances made by the Partners to the Partnership, (iv) with the balance, if any, to be distributed in accordance with the balances in each Partner’s Capital Account at that time, any Partnership Property that is distributed in kind shall be treated as though such Partnership Property were sold for its Fair Market Value as of the date of distribution, as determined by an Independent Appraiser. Upon completion of the foregoing, the Partnership shall be terminated.”

Section 10.2

“10.2 Limitations On In Kind Distributions . Notwithstanding anything to the contrary contained in this Agreement, no distribution in kind of HY Class B Shares held by the Partnership shall be made unless such distribution by the Partnership is permitted under Article IV, Section 3, paragraph 4 of the HY Restated Certificate.”

Section 11.1(b)

“(b) Each Partner by his signature below irrevocably makes, constitutes and appoints Alfred M. Rankin, Jr., Roger F. Rankin, Thomas T. Rankin, Claiborne R. Rankin, Dennis W. LaBarre, Thomas C. Daniels and Charles A. Bittenbender, and each of them, his true and lawful attorney in his name, place and stead in any capacities, with the power from time to time to substitute or resubstitute one or more others as such attorney, to execute any and all statements under Section 13 or Section 16 of the Securities Exchange Act of 1934, and the rules and regulations promulgated thereunder, of beneficial ownership of HY Class A Shares and/or HY Class B Shares by the Partnership and its Partners, including all statements on Schedule 13D

 

6


and all amendments thereto, all joint filing agreements pursuant to Rule 13d-l(k)(l) under such Act in connection with such statements, all initial statements of and changes of beneficial ownership on Forms 3, 4 and 5 and any and all other documents to be filed with the Securities and Exchange Commission, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission.”

2. This Addendum shall be (and hereby is) incorporated into and made a part of the Agreement.

3. This Addendum shall be governed by and construed in accordance with the laws of the State of Delaware.

4. This Addendum may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature pages follow]

 

7


SIGNATURE PAGE

IN WITNESS WHEREOF, the Partners have hereunto set their hands and seals as of the day and year first above written.

 

General Partners

 

Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN TRUST ) created by the Agreement, dated 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.

By:   

/s/ Alfred M. Rankin, Jr.

   Name: Alfred M. Rankin, Jr.
   Title: Trustee
Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST ) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:   

/s/ Claiborne R. Rankin

   Name: Claiborne R. Rankin
   Title: Trustee

 

8


Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST ) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:  

/s/ Roger F. Rankin

  Name: Roger F. Rankin
  Title: Trustee
Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST ) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:  

/s/ Thomas T. Rankin

  Name: Thomas T. Rankin
  Title: Trustee

Limited Partners

 

Trust (referred to herein as the ALFRED M. RANKIN, JR. MAIN TRUST ) created by the Agreement, dated 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.

By:  

/s/ Alfred M. Rankin, Jr.

  Name: Alfred M. Rankin, Jr.
  Title: Trustee

 

9


Trust (referred to herein as the CLAIBORNE R. RANKIN MAIN TRUST ) created by the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin
By:  

/s/ Claiborne R. Rankin

  Name: Claiborne R. Rankin
  Title: Trustee
Trust (referred to herein as the ROGER F. RANKIN MAIN TRUST ) created by the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin
By:  

/s/ Roger F. Rankin

  Name: Roger F. Rankin
  Title: Trustee
Trust (referred to herein as the THOMAS T. RANKIN MAIN TRUST ) created by the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin
By:  

/s/ Thomas T. Rankin

  Name: Thomas T. Rankin
  Title: Trustee

 

10


2012 Helen R. Butler Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Helen R. Butler and Her Lineal Descendants dated June 22, 2012
By:  

/s/ Helen R. Butler

  Name: Helen R. Butler
  Title: Trustee

 

2012 Clara R. Williams Trust established under the Alfred M. Rankin, Jr. Irrevocable Trust Agreement for the Benefit of Clara R. Williams and Her Lineal Descendants dated June 22, 2012
By:  

/s/ Clara R. Williams

  Name: Clara R. Williams
  Title: Trustee

 

11


Trust (referred to herein as the BRUCE T. RANKIN MAIN TRUST ) created by the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, creating a trust for the benefit of Bruce T. Rankin
By:  

/s/ Alfred M. Rankin, Jr.

  Name: Alfred M. Rankin, Jr.
  Title: Trustee

 

12

Exhibit 12

JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) of Regulation 13D-G of the General Rules and Regulations under the Securities and Exchange Act of 1934, the undersigned agree that the statement to which this Exhibit is attached is filed on behalf of each of the undersigned.

Date: October 6, 2017

 

/s/ Alfred M. Rankin, Jr.

Name: Alfred M. Rankin, Jr., on behalf of himself, and as::

 

Attorney-in-Fact for Clara L. T. Rankin*

Attorney-in-Fact for Victoire G. Rankin*

Attorney-in-Fact for Helen R. Butler*

Attorney-in-Fact for Clara T. Rankin Williams*

Attorney-in-Fact for Thomas T. Rankin*

Attorney-in-Fact for Matthew M. Rankin*

Attorney-in-Fact for James T. Rankin*

Attorney-in-Fact for Claiborne R. Rankin*

Attorney-in-Fact for Chloe O. Rankin*

Attorney-in-Fact for Chloe R. Seelbach*

Attorney-in-Fact for Claiborne R. Rankin, Jr.*

Attorney-in-Fact for Roger F. Rankin*

Attorney-in-Fact for Bruce T. Rankin*

Attorney-in-Fact for Martha S. Kelly*

Attorney-in-Fact for Susan Sichel*

Attorney-in-Fact for Jennifer T. Jerome*

Attorney-in-Fact for Caroline T. Ruschell*

Attorney-in-Fact for David F. Taplin*

Attorney-in-Fact for Beatrice B. Taplin*

Attorney-in-Fact for Theodore D. Taplin*

Attorney-in-Fact for Britton T. Taplin*

Attorney-in-Fact for Frank F. Taplin*

Attorney-in-Fact for Rankin Management, Inc.*

Attorney-in-Fact for Rankin Associates I, L.P.*

Attorney-in-Fact for The Trust created under the Agreement, dated December 28, 1976, between National City Bank, as trustee, and Clara L.T. Rankin, for the benefit of grandchildren*

Attorney-in-Fact for The Trust created under the Agreement, dated July 20, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Clara T. Rankin, for the benefit of Clara T. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Alfred M. Rankin, Jr., as trustee, and Alfred M. Rankin, Jr., for the benefit of Alfred M. Rankin, Jr.*

Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, as supplemented, amended and restated, between Victoire G. Rankin, as trustee, and Victoire G. Rankin, for the benefit of Victoire G. Rankin*


Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1967, as supplemented, amended and restated, between Thomas T. Rankin, as trustee, and Thomas T. Rankin, creating a trust for the benefit of Thomas T. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated June 22, 1971, as supplemented, amended and restated, between Claiborne R. Rankin, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Claiborne R. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated September 11, 1973, as supplemented, amended and restated, between Roger F. Rankin, as trustee, and Roger F. Rankin, creating a trust for the benefit of Roger F. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated September 28, 2000, between Alfred M. Rankin, Jr., as trustee, and Bruce T. Rankin, for the benefit of Bruce T. Rankin*

Attorney-in-Fact for The Trust created under the Agreement, dated October 15, 1975, between National City Bank, as trustee, and Theodore D. Taplin, for the benefit of Theodore D. Taplin*

Attorney-in-Fact for The Trust created under the Agreement, dated December 30, 1977, as supplemented, amended and restated, between National City Bank, as trustee, and Britton T. Taplin for the benefit of Britton T. Taplin*

Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Clara T. (Rankin) Williams, as trustee, and Clara T. (Rankin) Williams for the benefit of Clara T. (Rankin) Williams*

Attorney-in-Fact for The Trust created under the Agreement, dated December 29, 1989, as supplemented, amended and restated, between Helen P. (Rankin) Butler, as trustee, and Helen P. (Rankin) Butler for the benefit of Helen P. (Rankin) Butler*

Attorney-in-Fact for Corbin Rankin*

Attorney-in-Fact for Alison A. Rankin*

Attorney-in-Fact for National City Bank as agent under the Agreement, dated July 16, 1969, with Margaret E. Taplin*

Attorney-in-Fact for Alison A. Rankin, as trustee fbo A. Farnham Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor*

Attorney-in-Fact for Alison A. Rankin, as trustee fbo Elisabeth M. Rankin under Irrevocable Trust No. 1, dated December 18, 1997, with Roger Rankin, Grantor*

Attorney-in-Fact for Rankin Associates II, L.P.*

Attorney-in-Fact for John C. Butler, Jr.*

Attorney-in-Fact for Clara Rankin Butler (by John C. Butler, Jr. as custodian)*

Attorney-in-Fact for The Trust created under the Agreement, dated July 24, 1998, as amended, between

 

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Frank F. Taplin, as trustee, and Frank F. Taplin, for the benefit of Frank F. Taplin*

Attorney-in-Fact for David B. Williams*

Attorney-in-Fact for Griffin B. Butler (by John C. Butler, Jr. as Custodian)*

Attorney-in-Fact for The Claiborne R. Rankin, Jr. Revocable Trust dated August 25, 2000*

Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of A. Farnham Rankin*

Attorney-in-Fact for Alison A. Rankin as Trustee under Irrevocable Trust No. 2, dated September 11, 2000, for the benefit of Elisabeth M. Rankin*

Attorney-in-Fact for Alison A. Rankin as Trustee of the Alison A. Rankin Revocable Trust, dated September 11, 2000*

Attorney-in-Fact for The Trust created under the Agreement, dated December 20, 1993 for the benefit of Matthew M. Rankin*

Attorney-in-Fact for Scott Seelbach*

Attorney-in-Fact for Margo Jamison Victoire Williams (by Clara Rankin Williams as
Custodian)*

Attorney-in-Fact for Trust created under the Agreement, dated June 1, 1995, between Chloe O. Rankin, as Trustee, and Chloe O. Rankin, for the benefit of Chloe O. Rankin*

Attorney-in-Fact for Trust created by the Agreement, dated June 17, 1999, between John C. Butler, Jr., as trustee, and John C. Butler, Jr., creating a trust for the benefit of John C. Butler, Jr. *

Attorney-in-Fact for Clara Rankin Butler 2002 Trust, dated November 5, 2002 *

Attorney-in-Fact for Griffin Bedwell Butler 2002 Trust, dated November 5, 2002 *

Attorney-in-Fact for Elizabeth B. Rankin*

Attorney-in-Fact for Margo Jamison Victoire Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Margo Jamison Victoire Williams*

Attorney-in-Fact for Helen Charles Williams 2004 Trust created by the Agreement, dated December 10, 2004, between David B.H. Williams, as trustee, and Clara Rankin Williams, creating a trust for the benefit of Helen Charles Williams*

Attorney-in-Fact for Helen Charles Williams (by David B.H. Williams as Custodian of Helen Charles Williams)*

Attorney-in-Fact for Julia L. Rankin Kuipers*

Attorney-in-Fact for Trust created by the Agreement, dated December 21, 2004 for the benefit of Julia L. Rankin*

Attorney-in-Fact for Thomas Parker Rankin*

Attorney-in-Fact for Taplin Elizabeth Seelbach (by Scott Seelbach as Custodian under the Ohio Transfers to Minors Act)*

 

- 3 -


Attorney-in-Fact for Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Taplin Elizabeth Seelbach*

Attorney-in-Fact for Rankin Associates IV, L.P.*

Attorney-in-Fact for Marital Trust created by the Agreement, dated January 21, 1966, as supplemented, amended and restated, between PNC Bank and Beatrice Taplin, as Trustees, and Thomas E. Taplin, for the benefit of Beatrice B. Taplin*

Attorney-in-Fact for Trust created by the Agreement, dated May 10, 2007, between Mathew M. Rankin, as Grantor, and Mathew M. Rankin and James T. Rankin, as co-trustees, for the benefit of Mary Marshall Rankin*

Attorney-in-Fact for Trust created by Agreement, dated May 10, 2007, between Mathew M. Rankin, as trustee, and James T. Rankin, creating a trust for the benefit of William Alexander Rankin*

Attorney-in-Fact for Trust created by the Agreement dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Isabelle Scott Seelbach*

Attorney-in-Fact for Lynne Turman Rankin*

Attorney-in-Fact for Jacob A. Kuipers*

Attorney-in-Fact for 2012 Chloe O. Rankin Trust*

Attorney-in-Fact for 2012 Corbin K. Rankin Trust*

Attorney-in-Fact for 2012 Alison A. Rankin Trust*

Attorney-in-Fact for 2012 Helen R. Butler Trust*

Attorney-in-Fact for 2012 Clara R. Williams Trust*

Attorney-in-Fact for The David B.H. Williams Trust, David B.H. Trustee u/a/d October 14, 2009*

Attorney-in-Fact for Mary Marshall Rankin (by Matthew M. Rankin, as Custodian)*

Attorney-in-Fact for William Alexander Rankin (by Matthew M. Rankin, as Custodian)*

Attorney-in-Fact for Margaret Pollard Rankin (by James T. Rankin, as Custodian)*

Attorney-in-Fact for Trust created by the Agreement, dated April 10, 2009, between Chloe R. Seelbach, as trustee, creating a trust for the benefit of Chloe R. Seelbach*

Attorney-in-Fact for Trust created by the Agreement, dated December 21, 2004, between Chloe R. Seelbach, as trustee, and Claiborne R. Rankin, creating a trust for the benefit of Thomas Wilson Seelbach*

Attorney-in-Fact for Isabelle Seelbach (by Chloe R. Seelbach, as Custodian)*

Attorney-in-Fact for Elisabeth M. Rankin*

Attorney-in-Fact for A. Farnham Rankin*

Attorney-in-Fact for Taplin Annuity Trust #1 of Beatrice B. Taplin dated June 18, 2011*

Attorney-in-Fact for The Beatrice B. Taplin Trust/Custody dtd December 12, 2001, Beatrice B.

 

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Taplin, as Trustee, for the benefit of Beatrice B. Taplin*

Attorney-in-Fact for Ngaio T. Lowry Trust, dated February 26, 1998, Caroline T. Ruschell, Trustee*

Attorney-in-Fact for Caroline T. Ruschell Trust Agreement dated December 8, 2005, Caroline T. Ruschell as Trustee*

Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 as amended, Beatrice Taplin, Trustee*

Attorney-in-Fact for Thomas E. Taplin Exempt Family Trust u/a dated January 21, 1966 amended, per IRC 1015(A) Dual Basis Sub-Account, Beatrice Taplin, Trustee*

Attorney-in-Fact for Alfred M. Rankin Jr.-Roth IRA-Brokerage Account #******

Attorney-in-Fact for John C. Butler, Jr.-Roth IRA-Brokerage Account #******

Attorney-in-Fact for DiAhn Taplin*

Attorney-in-Fact for BTR 2012 GST for Helen R. Butler*

Attorney-in-Fact for BTR 2012 GST for Clara R. Williams*

Attorney-in-Fact for BTR 2012 GST for James T. Rankin*

Attorney-in-Fact for BTR 2012 GST for Matthew M. Rankin*

Attorney-in-Fact for BTR 2012 GST for Thomas P. Rankin*

Attorney-in-Fact for BTR 2012 GST for Chloe R. Seelbach*

Attorney-in-Fact for BTR 2012 GST for Claiborne R. Rankin, Jr.*

Attorney-in-Fact for BTR 2012 GST for Julia R. Kuipers*

Attorney-in-Fact for BTR 2012 GST for Anne F. Rankin*

Attorney-in-Fact for BTR 2012 GST for Elisabeth M. Rankin*

Attorney-in-Fact for The Anne F. Rankin Trust dated August 15, 2012*

Attorney-in-Fact for Trust created by the Agreement, dated August 20, 2009 between James T. Rankin, as Trustee, and James T. Rankin, creating a trust for the benefit of James T. Rankin*

Attorney-in-Fact for Thomas P.K. Rankin, Trustee of the trust created by agreement, dated February 2, 2011, as supplemented, amended and restated, between Thomas P.K. Rankin, as trustee, and Thomas P.K. Rankin, creating a trust for the benefit of Thomas P.K. Rankin*

Attorney-in-Fact for Claiborne R. Rankin Trust for children of Julia R. Kuipers dated December 27, 2013 under Custody Agreement dated December 27, 2013 fbo Evelyn R. Kuipers*

Attorney-in-Fact for 2016 Anne F. Rankin Trust*

Attorney-in-Fact for 2016 Elisabeth M. Rankin Trust*

 

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Attorney-in-Fact for AMR Associates, LP*

Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Claiborne R. Rankin, Jr. dtd 08/26/2016 FBO Claiborne Read Rankin III*

Attorney-in-Fact for Claiborne R. Rankin Trust for Children of Julia R. Kuipers dtd 12/27/2013 FBO Matilda Alan Kuipers*

Attorney-in-Fact for Claiborne Read Rankin III (by Claiborne R. Rankin, Jr., as Custodian)*

Attorney-in-Fact for Matilda Alan Kuipers (by Julia R. Kuipers, as Custodian)*

Attorney-in-Fact for Vested Trust for James T. Rankin, Jr. U/A/D/ December 4, 2015*

Attorney-in-Fact for Vested Trust for Margaret Pollard Rankin U/A/D/ December 4, 2015*

Attorney-in-Fact for Evelyn R. Kuipers (by Julia R. Kuipers, as Custodian)*

Attorney-in-Fact for James T. Rankin, Jr. (by James T. Rankin, as Custodian)*

Attorney-in-Fact for Thomas Wilson Seelbach (by Chloe R. Seelbach, as Custodian)*

Attorney-in-Fact for Trust created under the Agreement, dated January 11, 1965, as supplemented, amended, and restated, between PNC Bank, as Co-Trustee, and Alfred M. Rankin, Jr., as Co-Trustee, for the benefit of the grandchildren*

Attorney-in-Fact for Rankin Associates V, L.P.*

Attorney-in-Fact for Rankin Associates VI, L.P.*

 

* The power of attorney authorizing the above named individual to act on behalf of each of the foregoing Reporting Persons is included in Exhibit 13

 

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