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
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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*
ASP FML Holdings, LLC

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
FAIRMOUNT SANTROL HOLDINGS INC. [ FMSA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/07/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 12/07/2016 S 23,000,000 D $8.5375 48,156,624(1)(2) D(1)(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ASP FML Holdings, LLC

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASP FML Investco, LLC

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
American Securities Partners V, L.P.

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
American Securities Partners V(B), L.P.

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
American Securities Partners V (C) L.P.

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASP FML Co-Invest I, LLC

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
American Securities Associates V, LLC

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
THE CHRYSLER CENTER, 666 THIRD AVENUE

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASP Manager Corp.

(Last) (First) (Middle)
C/O AMERICAN SECURITIES LLC
299 PARK AVENUE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
AMERICAN SECURITIES LLC

(Last) (First) (Middle)
299 PARK AVENUE
34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
Explanation of Responses:
1. The shares are directly owned by ASP FML Holdings, LLC ("ASPFMLHoldings") and may also be deemed to be indirectly beneficially owned by: (i) ASP FML Investco, LLC ("ASPFMLInvestco"), the owner of a majority of the membership interests in ASPFMLHoldings; (ii) American Securities Partners V, L.P., American Securities Partners V(B), L.P. and American Securities Partners V(C), L.P. (each, a "Sponsor") and ASP FML Co-Invest I, LLC ("ASPFMLCoinvest"), the owners of a majority of the membership interests in ASPFMLInvestco; and (iii) American Securities Associates V, LLC ("GP"), the general partner of each Sponsor. American Securities LLC ("ASLLC") provides investment advisory services to each Sponsor and to the GP. ASP Manager Corp., a wholly owned subsidiary of ASLLC, is the manager of ASPFML Holdings, ASPFMLInvestco and ASPFMLCoinvest.
2. Each 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.
ASP FML Holdings LLC, INC. By: ASP Manager Corp., its manager By: /s/ Michael G. Fisch President 12/08/2016
ASP FML Investco, LLC By: ASP Manager Corp., its manager By: /s/ Michael G. Fisch President 12/08/2016
American Securities Partners V, L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch Managing Member 12/08/2016
American Securities Partners V(B), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch Managing Member 12/08/2016
American Securities Partners V(C), L.P. By: American Securities Associates V, LLC, its general partner By: /s/ Michael G. Fisch Managing Member 12/08/2016
ASP FML Co-Invest I, LLC By: ASP Manager Corp., its manager By: /s/ Michael G. Fisch President 12/08/2016
American Securities Associates V, LLC By: /s/ Michael G. Fisch Managing Member 12/08/2016
ASP Manager Corp., By: /s/ Michael G. Fisch President 12/08/2016
American Securities LLC By: /s/ Michael G. Fisch President and Chief Executive Officer 12/08/2016
** 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).
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