Edgar Filing: SP Acquisition Holdings, Inc.

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â LICHTENSTEIN WARREN G

2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2007

3. Issuer Name and Ticker or Trading Symbol
SP Acquisition Holdings, Inc. [DSP]

(Last)

(First)

(Middle)

C/O STEEL PARTNERS II, L.P.,Â 590 MADISON AVENUE, 32ND FLOOR

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, President and CEO

5. If Amendment, Date Original Filed(Month/Day/Year)
10/10/2007

(Street)

,Â Â

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.001 per share	10,331,012 ⁽¹⁾	I	Shares Held By SP Acq LLC ⁽²⁾ ⁽³⁾
Common Stock, par value $.001 per share	668,988 ⁽¹⁾	I	Shares Held By Steel Partners II, L.P ⁽⁴⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock, par value $.001 per share	10,331,012 ⁽¹⁾	$ 7.5	I	Warrants Held By SP Acq LLC ⁽⁷⁾
Warrant (right to buy)	Â ⁽⁵⁾	Â ⁽⁶⁾	Common Stock, par value $.001 per share	668,988 ⁽¹⁾	$ 7.5	I	Warrants Held By Steel Partners II, L.P ⁽⁸⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LICHTENSTEIN WARREN G C/O STEEL PARTNERS II, L.P. 590 MADISON AVENUE, 32ND FLOOR Â	Â X	Â X	Â Chairman, President and CEO	Â
SP Acq LLC 590 MADISON AVENUE, 32ND FLOOR NEW YORK,Â NYÂ 10022	Â	Â X	Â	Â

Signatures

By: /s/ Lauren Isenman as Attorney in Fact for Warren G. Lichtenstein		11/01/2007
^**Signature of Reporting Person		Date
By: SP Acq LLC, By: /s/ Lauren Isenman as Attorney in Fact for Warren G. Lichtenstein, Managing Member		11/01/2007
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	This Form 3 was amended to reflect that, pursuant to the Purchase Agreement dated March 30, 2007, by and among the Company, SP Acq LLC and Steel Partners II, L.P. (''SPII''), the ultimate number of securities held by SPII and SP Acq LLC would be based in part upon the exercise of the overallotment option.
(2)	This Form 3 is filed jointly by Warren G. Lichtenstein and SP Acq LLC ("SP Acq"). Mr. Lichtenstein is deemed to be a 10% owner of the Issuer and SP Acq is a 10% owner of the Issuer. The securities reported in this Form 3 are owned directly by SP Acq, and owned indirectly by Mr. Lichtenstein by virtue of his position as managing member of SP Acq. Mr. Lichtenstein disclaims beneficial ownership of the shares owned by SP Acq except to the extent of his pecuniary interest therein.
(3)	Includes 1,500,000 shares that are subject to forfeiture if the underwriters' over-allotment option is not exercised in full.
(4)	Shares owned by Steel Partners II, L.P. ("SPII"). Mr. Lichtenstein, by virtue as his position as sole executive officer and managing member of Steel Partners, L.L.C., the general partner of SPII, may be deemed to be the beneficial owner of the Shares owned by SPII. Mr. Lichtenstein disclaims beneficial ownership of the shares owned by SPII except to the extent of his pecuniary interest therein.
(5)	The warrants will become exercisable after the consummation of an initial business combination if and when the last sales price of the common stock exceeds $14.25 per share for any 20 trading days within a 30 trading day period beginning 90 days after such business combination.
(6)	The warrants will expire at 5:00 p.m., New York time, on October 10, 2012 or earlier upon redemption or liquidation of the trust account.
(7)	Includes 1,500,000 warrants that are subject to forfeiture if the underwriters' over-allotment option is not exercised in full.
(8)	This Form 3 is filed jointly by Warren G. Lichtenstein and SP Acq LLC ("SP Acq"). Mr. Lichtenstein is deemed to be a 10% owner of the Issuer and SP Acq is a 10% owner of the Issuer. The securities reported in this Form 3 are owned directly by SP Acq, and owned indirectly by Mr. Lichtenstein by virtue of his position as managing member of SP Acq. Mr. Lichtenstein disclaims beneficial ownership of the warrants owned by SP Acq except to the extent of his pecuniary interest therein.

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