Form 4 Hamilton Beach Brands For: Feb 13 Filed by: RANKIN VICTOIRE G

February 15, 2018 4:47 PM

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

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

1. Name and Address of Reporting Person ^*

RANKIN VICTOIRE G

(Last)

(First)

(Middle)

4421 WATERFRONT DR.

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2018

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

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	02/13/2018		A⁽¹⁾		5,746	A	⁽²⁾	350,599	I	Spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr. ⁽³⁾
Class A Common Stock	02/13/2018		F⁽⁴⁾		234	D	⁽²⁾	350,365	I	Spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr. ⁽³⁾
Class A Common Stock								14,160	I	Held in an Individual Retirement Account for the benefit of the Reporting Person's spouse. ⁽³⁾
Class A Common Stock								34,936	I	Reporting Person serves as Trustee of a Trust for the benefit of Victoire G. Rankin
Class A Common Stock								14,313	I	Spouse serves as Trustee of a Trust for the benefit of Bruce T. Rankin ⁽³⁾
Class A Common Stock								5,370	I	Spouse serves as Trustee of GST for the benefit of Clara R. Williams
Class A Common Stock								5,370	I	Spouse serves as Trustee of GST for the benefit of Helen R. Butler
Class A Common Stock								9,600	I	Spouse serves as Trustee of Trusts for the benefit of each of grantor's grandchildren ⁽³⁾
Class A Common Stock								21,286	I	Spouse serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin. ⁽³⁾
Class A Common Stock								2,000	I	Spouse's proportionate general partnership interest in shares held by Rankin Associates I, L.P. ⁽³⁾
Class A Common Stock								25	I	Spouse's proportionate general partnership interest in shares held by Rankin Associates IV, L.P. ⁽³⁾
Class A Common Stock								12,322	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates I, L.P. ⁽³⁾
Class A Common Stock								951	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates II, L.P. ⁽³⁾
Class A Common Stock								1,404	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.
Class A Common Stock								59,498	I	Spouse's proportionate LP interest in shares held by RA I, L.P. in trust fbo Bruce T. Rankin ⁽³⁾
Class A Common Stock								26,119	I	Spouse's proportionate LP interest in shares held by RA II, L.P. in trust fbo Bruce T. Rankin ⁽³⁾
Class A Common Stock								59,675	I	Spouse's proportionate LP interest in shares held by RA IV, L.P. in trust fbo Bruce T. Rankin ⁽³⁾
Class A Common Stock								1,975	I	Spouse's proportionate LP interest in shares of RA II, LP held by Rankin Management Inc. as GP ⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	14,160		14,160	I	Held in an Individual Retirement Account for the benefit of the Reporting Person's spouse ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	34,936		34,936	I	Reporting Person serves as Trustee of a Trust for the benefit of Victoire G. Rankin
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	344,853		344,853	I	Spouse serves as Trustee of a Trust for the benefit of Alfred M. Rankin, Jr ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	14,313		14,313	I	Spouse serves as Trustee of a Trust for the benefit of Bruce T. Rankin ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	5,370		5,370	I	Spouse serves as Trustee of GST for the benefit of Clara R. Williams
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	5,370		5,370	I	Spouse serves as Trustee of GST for the benefit of Helen R. Butler
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	9,600		9,600	I	Spouse serves as Trustee of Trusts for the benefit of each of grantor's grandchildren ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	21,286		21,286	I	Spouse serves as Trustee of Trusts for the benefit of the Estate of Alfred M. Rankin. ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	25		25	I	Spouse's proportionate general partnership interest in shares held by Rankin Associates IV, L.P. ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	2,000		2,000	I	Spouse's proportionate general partnership interest shares held by Rankin Associates I, L.P. ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	12,322		12,322	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates I, L.P. ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	951		951	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates II, L.P. ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	1,404		1,404	I	Spouse's proportionate limited partnership interest in shares held by Rankin Associates IV, L.P.
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	59,498		59,498	I	Spouse's proportionate LP interest in shares held by RA I, L.P. in trust fbo Bruce T. Rankin ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	26,119		26,119	I	Spouse's proportionate LP interest in shares held by RA II, L.P. in trust fbo Bruce T. Rankin ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	59,675		59,675	I	Spouse's proportionate LP interest in shares held by RA IV, L.P. in trust fbo Bruce T. Rankin ⁽³⁾
Class B Common Stock	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock	1,975		1,975	I	Spouse's proportionate LP interest in shares of RA II, LP held by Rankin Management Inc. as GP ⁽³⁾

Explanation of Responses:

1. Shares of Class A Common Stock awarded to the Reporting Person's spouse under the Company's Executive Long-Term Incentive Compensation Plan.

2. N/A

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

4. Cashless Exercise - Award shares that Reporting Person's spouse surrendered to the Company in order to satisfy the tax withholding obligations with respect to the stock awarded to the Reporting Person's spouse under the Long-Term Incentive Plan.

	/s/ Derek R. Redmond, attorney-in-fact	02/15/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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Form 4 Hamilton Beach Brands For: Feb 13 Filed by: RANKIN VICTOIRE G

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