SEC Form 4 · accession 0001140361-17-042890
AMERICAN AXLE & MANUFACTURING HOLDINGS INC · AXL
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
AMERICAN SECURITIES LLC
10% Owner
Loren S. Easton
Director
Kevin S. Penn
Director
ASP MD Investco LP
10% Owner
Period of report
Nov 10, 2017
Accepted (ET)
Nov 14, 2017 · 6:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001062231
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per share ("Common Stock")F4,F5,F1,F3 | Nov 10, 2017 | S | 15,000,000 | $17.37 | D | 10,682,679 | I | See Footnote |
| Common StockF2,F3 | holding | — | — | — | 8,670 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Shares directly owned by ASP MD Investco LP ("Investco") that may also be deemed to be indirectly beneficially owned by American Securities LLC ("ASL") and each of: American Securities Partners VI, L.P., American Securities Partners VI(B), L.P., American Securities Partners VI(C), L.P. and American Securities Partners VI(D), L.P. (each, a "Sponsor"), the owners of partnership interests in Investco, and American Securities Associates VI, LLC, the general partner of each Sponsor. ASL also provides investment advisory services to each Sponsor.
- F2Shares directly owned by ASL.
- F3Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Kevin Penn is a managing director of ASL and a director of the Issuer. Loren Easton is a managing director of ASL and a director of the Issuer.
- F4The shares were sold by Investco in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on November 7, 2017.
- F5This amount represents the $17.37 price per share of the Issuer's common stock purchased by the underwriter.