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 *
LICHTENSTEIN WARREN G
  2. Issuer Name and Ticker or Trading Symbol
SP Acquisition Holdings, Inc. [DSP]
5. 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
(Last)
(First)
(Middle)
C/O STEEL PARTNERS II, L.P., 590 MADISON AVENUE, 32ND FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2007
(Street)

,  
4. If Amendment, Date Original Filed(Month/Day/Year)
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 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, par value $.001 per share 10/31/2007   J(1)   677,600 D $ 0 9,653,412 I Shares Held By SP Acq LLC (2)
Common Stock, par value $.001 per share               668,988 I Shares Held By Steel Partners II, L.P

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Warrant (right to buy) $ 7.5 10/31/2007   J(1)     677,600   (3)   (4) Common Stock, par value $.001 per share 677,600 (1) $ 0 9,653,412 I Warrants Held By SP Acq LLC (2)
Warrant (right to buy) $ 7.5               (3)   (4) Common Stock, par value $.001 per share 668,988   668,988 I Warrants Held By Steel Partners II, L.P

Reporting Owners

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

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 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) Pursuant to an adjustment agreement entered into prior to the consummation of the initial public offering, the number of securities held by Steel Partners II, L.P. have been adjusted based upon the partial exercise of the underwriters' overallotment option and accordingly SP Acq LLC forfeited the securities back to the Company.
(2) This Form 4 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 4 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) 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.
(4) 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.

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