X0306 4 2019-11-21 1 0001637913 Milacron Holdings Corp. MCRN 0001768405 An-Heid Ling C/O MILACRON HOLDINGS CORP. 10200 ALLIANCE ROAD, SUITE 200 CINCINNATI OH 45242 0 1 0 0 President, Mold-Masters Common Stock 2019-11-21 4 D 0 294050 D 0 D Stock Option (right to buy) 6.64 2019-11-21 4 D 0 316242 D 2023-05-08 Common Stock 316242 0 D Stock Option (right to buy) 20.00 2019-11-21 4 D 0 65491 D 2025-06-24 Common Stock 65491 0 D Stock Option (right to buy) 18.42 2019-11-21 4 D 0 16935 D 2027-03-01 Common Stock 16935 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 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, assuming that 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 option 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/ Hugh C. O'Donnell, as Attorney-in-Fact for Ling An-Heid 2019-11-22