0000899243-19-027903.txt : 20191122
0000899243-19-027903.hdr.sgml : 20191122
20191122124317
ACCESSION NUMBER: 0000899243-19-027903
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: Miller Mark Scott
CENTRAL INDEX KEY: 0001768260
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37458
FILM NUMBER: 191240088
MAIL ADDRESS:
STREET 1: 10200 ALLIANCE ROAD, SUITE 200
CITY: CINCINNATI
STATE: OH
ZIP: 45242
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
0001768260
Miller Mark Scott
C/O MILACRON HOLDINGS CORP.
10200 ALLIANCE ROAD, SUITE 200
CINCINNATI
OH
45242
0
1
0
0
Chief Human Resources Officer
Common Stock
2019-11-21
4
D
0
48663
D
0
D
Stock Option (right to buy)
20.00
2019-11-21
4
D
0
38203
D
2025-06-24
Common Stock
38203
0
D
Stock Option (right to buy)
18.42
2019-11-21
4
D
0
15484
D
2027-03-01
Common Stock
15484
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 equal to or greater than the per share Merger Consideration Value, whether vested or unvested, was cancelled for no consideration.
/s/ Hugh C. O'Donnell, as Attorney-in-Fact for Mark Scott Miller
2019-11-22