Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock, par value $0.01 per share ("Common Stock")^F6,F1,F2,F3	Feb 6, 2017	S	9,770,000	$15.60	D	31,576,128	D
Common Stock^{F6,F1,F2,F3,F4}	Feb 6, 2017	S	8,620,924	$15.60	D	27,862,377	D
Common Stock^{F6,F1,F2,F3,F5}	Feb 6, 2017	S	1,149,076	$15.60	D	3,713,751	D

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1This Form 4 is being filed by (i) CCMP Capital Investors II, L.P. ("CCMP Capital Investors"), (ii) CCMP Capital Investors (Cayman) II, L.P. ("CCMP Cayman" and together with CCMP Capital Investors, the "CCMP Capital Funds"), (iii) CCMP Capital Associates, L.P. ("CCMP Capital Associates"), the general partner of the CCMP Capital Funds, (iv) CCMP Capital Associates GP, LLC ("CCMP Capital Associates GP"), the general partner of CCMP Capital Associates, (v) CCMP Capital, LP ("CCMP Capital"), the owner of CCMP Capital Associates GP, and (vi) CCMP Capital GP, LLC ("CCMP Capital GP"), the general partner of CCMP Capital (CCMP Capital GP and CCMP Capital, together with the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital Associates GP, the "Reporting Persons"). The amount of securities indicated in the first row of Table I reflects the aggregate amount of shares beneficially owned by the CCMP Capital Funds. See footnotes (4) and (5).
F2Each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), to beneficially own the shares of Milacron Holdings Corp. (the "Issuer") reported herein held by the CCMP Capital Funds. The actual pro rata portion of beneficial ownership of any such shares held by the CCMP Capital Funds that may be deemed attributable to CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP is not readily determinable because it is subject to several variables, including the internal rate of return within the CCMP Capital Funds.
F3The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership of the Issuer's Common Stock held by the Reporting Persons as a group. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
F4The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors II, L.P.
F5The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors (Cayman) II, L.P.
F6The shares of Common Stock were sold by the Reporting Persons in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on January 31, 2017.