0000899243-19-027887.txt : 20191122 0000899243-19-027887.hdr.sgml : 20191122 20191122123144 ACCESSION NUMBER: 0000899243-19-027887 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191121 FILED AS OF DATE: 20191122 DATE AS OF CHANGE: 20191122 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Chalmers Bruce A. CENTRAL INDEX KEY: 0001645726 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37458 FILM NUMBER: 191239949 MAIL ADDRESS: STREET 1: 3010 DISNEY STREET CITY: CINCINNATI STATE: OH ZIP: 45209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Milacron Holdings Corp. CENTRAL INDEX KEY: 0001637913 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 800798640 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10200 ALLIANCE ROAD STREET 2: SUITE 200 CITY: CINCINNATI STATE: OH ZIP: 45242 BUSINESS PHONE: 513-487-5000 MAIL ADDRESS: STREET 1: 10200 ALLIANCE ROAD STREET 2: SUITE 200 CITY: CINCINNATI STATE: OH ZIP: 45242 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-11-21 1 0001637913 Milacron Holdings Corp. MCRN 0001645726 Chalmers Bruce A. C/O MILACRON HOLDINGS CORP. 10200 ALLIANCE ROAD, SUITE 200 CINCINNATI OH 45242 0 1 0 0 Chief Financial Officer Common Stock 2019-11-21 4 D 0 257260 D 0 D Stock Option (right to buy) 6.64 2019-11-21 4 D 0 79725 D 2024-04-30 Common Stock 79725 0 D Stock Option (right to buy) 20.00 2019-11-21 4 D 0 73678 D 2025-06-24 Common Stock 73678 0 D Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, among the Issuer, Hillenbrand, Inc., an Indiana corporation ("Hillenbrand"), and Bengal Delaware Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Hillenbrand, at the Effective Time (as defined in the Merger Agreement), each share of Issuer common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Issuer common stock subject to a restricted share award was vested in full and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that was subject to vesting solely based on the satisfaction of time-based vesting criteria ("RSU") was cancelled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes, for each share of Issuer common stock subject to such RSU. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that was subject to vesting in whole or in part based on the satisfaction of performance-based vesting criteria ("PSU") was cancelled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes, for each share of Issuer common stock subject to such PSU, as though such performance conditions were satisfied at the applicable target level of performance. Disposed of pursuant to the Merger Agreement, pursuant to which each outstanding stock option with a per share exercise price that was less than the per share Merger Consideration Value (as defined in the Merger Agreement), whether vested or unvested, was cancelled and converted into the right to receive, in respect of each Net Option Share (as defined in the Merger Agreement) subject to such stock option, (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes. Disposed of pursuant to the Merger Agreement, pursuant to which each outstanding stock option with a per share exercise price that was equal to or greater than the per share Merger Consideration Value, whether vested or unvested, was cancelled for no consideration. /s/ Bruce A. Chalmers 2019-11-22