0000899243-17-009875.txt : 20170410 0000899243-17-009875.hdr.sgml : 20170410 20170410171727 ACCESSION NUMBER: 0000899243-17-009875 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170406 FILED AS OF DATE: 20170410 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Metaldyne Performance Group Inc. CENTRAL INDEX KEY: 0001616817 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] IRS NUMBER: 471420222 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE TOWNE SQUARE STREET 2: SUITE 550 CITY: SOUTHFIELD STATE: MI ZIP: 48076 BUSINESS PHONE: 248-727-1800 MAIL ADDRESS: STREET 1: ONE TOWNE SQUARE STREET 2: SUITE 550 CITY: SOUTHFIELD STATE: MI ZIP: 48076 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dono Thomas Michael JR CENTRAL INDEX KEY: 0001680696 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36774 FILM NUMBER: 17754292 MAIL ADDRESS: STREET 1: 882 SIMPSON STREET CITY: PLYMOUTH STATE: MI ZIP: 48170 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-04-06 1 0001616817 Metaldyne Performance Group Inc. MPG 0001680696 Dono Thomas Michael JR C/O METALDYNE PERFORMANCE GROUP INC. ONE TOWNE SQUARE, SUITE 550 SOUTHFIELD MI 48076 0 1 0 0 See Remarks Common Stock, par value $0.001 per share ("Common Stock") 2017-04-06 4 D 0 9488 D 0 D Stock Options 15.81 2017-04-06 4 D 0 18519 6.13 D 2017-04-06 2026-09-16 Common Stock 18519 0 D Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 3, 2016 (the "Merger Agreement"), by and among the Issuer, American Axle & Manufacturing Holdings, Inc. ("AAM") and Alpha SPV I, Inc., a wholly-owned subsidiary of AAM ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of AAM, and each share of common stock was exchanged for $13.50 in cash (the "Cash Consideration") and 0.5 of a share of common stock of AAM (the "Share Consideration" and, together with the Cash Consideration, the "Merger Consideration"). The closing price of a share of Common Stock on April 5, 2017 (the last trading day prior to the effectiveness of the Merger) was $21.90, and the closing price of a share of AAM common stock on April 6, 2017 (the effective date of the Merger) was $17.00. Represents stock options that were accelerated pursuant to the Merger Agreement and became vested and exercisable as of immediately prior to the Merger. Reflects disposition under the Merger Agreement, pursuant to which each outstanding stock option of the Issuer was canceled in exchange for an amount in cash equal to (x) the aggregate number of shares of Common Stock underlying such stock option immediately prior to the Merger, multiplied by (y) the value of the Merger Consideration (with the Share Consideration being valued at $8.44 per share (0.5 times the closing price of a share of AAM common stock on April 5, 2017 of $16.88 (the last trading day prior to the effectiveness of the Merger)) less the exercise price of such stock option. Executive Vice President, General Counsel and Secretary /s/ Thomas Michael Dono, Jr. 2017-04-10