SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AMATO THOMAS A

(Last)

(First)

(Middle)

47603 HALYARD DRIVE

(Street)

PLYMOUTH

48111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
METALDYNE CORP [ NONE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	V.P., Corp. Development

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	01/14/2004		M		3,859.5	A	$20.28	0	D
Common Stock	01/14/2004		D		3,859.5	D	$20.28	5,146	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock	$20.28	01/14/2004		M			3,859.5	01/14/2004	01/14/2004	Common Stock	3,859.5	$0	0⁽¹⁾	D
Stock Option	$16.9	01/15/2004		D			45,922	⁽³⁾	10/01/2011	Common Stock	45,922	⁽²⁾	0	D

Explanation of Responses:

1. On January 14, 2004, the reporting person elected, pursuant to the terms of his restricted stock, to receive $20.28/share in cash.

2. On January 15, 2004, pursuant to a voluntary stock option exchange program, the Company cancelled all options previously granted to the reporting person. In exchange, subject to continuing eligibility, the reporting person received: 1) the right to receive, on July 16, 2004, new options for shares equal to 95% of the shares underlying the cancelled options, with an exercise price equal to the fair market value of the Company's common stock on that date, subject to vesting 40% on that date and 30% annually thereafter and otherwise substantially similar to the cancelled options; and 2) one restricted stock unit ("RSU") for every 40 shares underlying cancelled options, with each RSU representing the right to receive: a) one share of stock on August 15, 2004, subject to optional deferral, and b) a vested reload option exercisable for 90 days in the event a Change in Control occurs on or before July 15, 2004.

3. The canceled option provided for vesting in five annual installments beginning on October 1, 2002.

	/s/ Thomas A. Amato by Paul N. Edwards, Esq. Attorney-in-Fact	01/16/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.