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*
AMERICAN SECURITIES LLC

(Last) (First) (Middle)
299 PARK AVE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AMERICAN AXLE & MANUFACTURING HOLDINGS INC [ AXL ]
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)
11/10/2017
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, par value $0.01 per share ("Common Stock") 11/10/2017 S 15,000,000(4) D $17.37(5) 10,682,679 I(1)(3) See Footnote(1)(3)
Common Stock 8,670 D(2)(3)
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*
AMERICAN SECURITIES LLC

(Last) (First) (Middle)
299 PARK AVE, 34TH FLOOR

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ASP MD Investco LP

(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 VI, 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 VI(B), 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 VI(C), 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 VI(D), 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 Associates VI, 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*
Penn Kevin S.

(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*
Easton Loren S.

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

(Street)
NEW YORK NY 10171

(City) (State) (Zip)
Explanation of Responses:
1. Shares directly owned by ASP MD Investco LP ("Investco") that may also be deemed to be indirectly beneficially owned by American Securities LLC ("ASL") and each of: 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 American Securities Associates VI, LLC, the general partner of each Sponsor. ASL also provides investment advisory services to each Sponsor.
2. Shares directly owned by ASL.
3. 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. Kevin Penn is a managing director of ASL and a director of the Issuer. Loren Easton is a managing director of ASL and a director of the Issuer.
4. The shares were sold by Investco in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on November 7, 2017.
5. This amount represents the $17.37 price per share of the Issuer's common stock purchased by the underwriter.
ASP MD Investco LP, By: ASP Manager Corp., its general partner, By: /s/ Michael G. Fisch, as President 11/14/2017
American Securities Partners VI, L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member 11/14/2017
American Securities Partners VI(B), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/Michael G. Fisch, as Managing Member 11/14/2017
American Securities Partners VI(C), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member 11/14/2017
American Securities Partners VI(D), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member 11/14/2017
American Securities Associates VI, LLC, By: /s/ Michael G. Fisch, as Managing Member 11/14/2017
American Securities LLC, By: /s/ Michael G. Fisch, as President and Chief Executive Officer 11/14/2017
/s/ Kevin Penn 11/14/2017
/s/ Loren S. Easton 11/14/2017
** 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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