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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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 *
Belardi Louis J
  2. Issuer Name and Ticker or Trading Symbol
SL INDUSTRIES INC [SLI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CFO, Secretary and Treasurer
(Last)
(First)
(Middle)
520 FELLOWSHIP ROAD, SUITE A114
3. Date of Earliest Transaction (Month/Day/Year)
05/31/2016
(Street)

MT. LAUREL, NJ 08054
4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 05/31/2016   U   1,998 D $ 40 (1) 0 D  

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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 Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 06/01/2016   D     3,053   (3)   (3) Common Stock 3,053 (3) 0 D  
Restricted Stock Units (2) 06/01/2016   D     2,129   (4)   (4) Common Stock 2,129 (4) 0 D  
Restricted Stock Units (2) 06/01/2016   D     2,273   (5)   (5) Common Stock 2,273 (5) 0 D  
Stock Option (Right to Buy) $ 12.5 06/01/2016   D     6,003   (6) 08/29/2017 Common Stock 6,003 $ 27.5 (6) 0 D  
Stock Option (Right to Buy) $ 26.24 06/01/2016   D     21,000   (7) 03/02/2019 Common Stock 21,000 $ 13.76 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Belardi Louis J
520 FELLOWSHIP ROAD
SUITE A114
MT. LAUREL, NJ 08054
      CFO, Secretary and Treasurer  

Signatures

 /s/ Louis Belardi   06/01/2016
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Price reflects aggregate per share consideration paid pursuant to the tender offer contemplated under the Agreement and Plan of Merger dated April 6, 2016 (the "Merger Agreement"), by and among Handy & Harman Ltd., Handy & Harman Group Ltd., SLI Acquisition Co., and SL Industries, Inc. (the "Company").
(2) Each restricted stock unit ("RSU") represents a right to receive, at settlement, one share of common stock of Company.
(3) The RSUs provided for vesting on March 15, 2017, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $122,120, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (3,053 shares) and (ii) $40.00 per share (the "Merger Consideration Amount"), with such cash payment subject to any required withholding of taxes.
(4) The RSUs provide for vesting on March 15, 2018, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $85,160, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (2,129 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes.
(5) The RSUs provide for vesting on March 15, 2019, subject to certain conditions. Pursuant to the Merger Agreement, these RSUs vested and were cancelled in exchange for a cash payment of $90,920, which is the product of (i) the aggregate number of shares of common stock subject to such RSUs (2,273 shares) and (ii) the Merger Consideration Amount ($40.00 per share), with such cash payment subject to any required withholding of taxes.
(6) Pursuant to the Merger Agreement, this fully vested option was cancelled in exchange for a cash payment of $165,082.50, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($27.50 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (6,003 shares), with such payment subject to any required withholding of taxes.
(7) This option provided for vesting in two equal annual installments beginning on March 3, 2016. Pursuant to the Merger Agreement, this option was fully vested and was cancelled in exchange for a cash payment of $288,960, which is the product of (i) the excess of the Merger Consideration Amount over the exercise price per share of such option ($13.76 per share) and (ii) the number of shares of common stock issuable upon exercise of such option (21,000 shares), with such payment subject to any required withholding of taxes.

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