SEC Form 4 · accession 0001140361-16-064331
Metaldyne Performance Group Inc. · MPG
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
10% Owner
Michael G. Fisch
Director
ASP MD Investco LP
Director · 10% Owner
Period of report
May 6, 2016
Accepted (ET)
May 10, 2016 · 5:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001616817
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001 per shareF3,F4,F2 | May 6, 2016 | A | 3,135 | $15.95 | A | 3,135 | D | |
| Common Stock, par value $0.001 per shareF3,F5,F2 | May 6, 2016 | A | 3,135 | $15.95 | A | 3,135 | D | |
| Common Stock, par value $0.001 per shareF3,F6,F2 | May 6, 2016 | A | 3,135 | $15.95 | A | 3,135 | D | |
| Common Stock, par value $0.001 per shareF1,F2 | holding | — | — | — | 51,373,293 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents (A) 51,365,358 shares directly owned by ASP MD Investco LP ("Investco") that may also be deemed to be indirectly beneficially owned by: (i) 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 (ii) American Securities Associates VI, LLC, the general partner of each Sponsor. American Securities LLC ("ASL") provides investment advisory services to each Sponsor, and (B) 7,935 shares of common stock granted on September 1, 2015 to Kevin Penn, Loren Easton and Michael Fisch in their capacity as directors of Metaldyne Performance Group Inc.; pursuant to an arrangement between each of Mr. Penn, Mr. Easton, and Mr. Fisch and ASL, such shares of common stock were assigned to and held for the benefit of ASL.
- F2Each 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.
- F3Restricted Stock vests in installments over the course of a three year period beginning on May 6, 2016.
- F4Kevin Penn is a managing director of ASL (and a director of Issuer). Pursuant to an arrangement between Mr. Penn and ASL, all director fees received by him from the Issuer are paid over to or held for the benefit of ASL.
- F5Loren Easton is a managing director of ASL (and a director of the Issuer). Pursuant to an arrangement between Mr. Easton and ASL, all director fees received by him from the Issuer are paid over to or held for the benefit of ASL.
- F6Michael G. Fisch is President and Chief Executive Officer of ASL (and a director of the Issuer). Pursuant to an arrangement between Mr. Fisch and ASL, all director fees received by him from the Issuer are paid over to or held for the benefit of ASL.
Remarks
Exhibit 99.1 Joint Filer Information, incorporated herein by reference