13D Filing: Steel Partners and Handy & Harman Ltd. (HNH)

Item 5(a) is hereby
amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 12,221,431 Shares outstanding, which is
the total number of Shares outstanding as of May 1, 2017 based on the Form 10-Q filed by the Issuer on May 2, 2017.

As of the close
of business on the date hereof, SPHG Holdings owned directly 8,560,592 Shares, constituting approximately 70.0% of the Shares outstanding.
By virtue of their relationships with SPHG Holdings discussed in further detail in Item 2, each of Steel Holdings, SPHG and Steel
Holdings GP may be deemed to beneficially own the Shares owned directly by SPHG Holdings.

As of the close
of business on the date hereof, Warren G. Lichtenstein owned directly 298,624 Shares, constituting approximately 2.4% of the Shares
outstanding.

As of the close
of business on the date hereof, EMH owned directly 57,642 Shares, constituting less than 1% of the Shares outstanding. By virtue
of his relationship with EMH discussed in further detail in Item 2, Jack L. Howard may be deemed to beneficially own the Shares
owned by EMH.

As of the close
of business on the date hereof, Jack L. Howard owned directly 191,305 Shares, which, together with the 57,642 Shares owned directly
by EMH that Mr. Howard may also be deemed to beneficially own, constitute approximately 2.0% of the Shares outstanding.

As of the close
of business on the date hereof, Douglas B. Woodworth owned directly 2,958 Shares and beneficially owned an additional 2,429 unvested
restricted Shares, which in the aggregate constitute less than 1% of the Shares outstanding.

Item 6 is hereby
amended to add the following:

Reference is made
to the Merger Agreement described in Item 4.