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*
CCMP Capital, LP

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
277 PARK AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Milacron Holdings Corp. [ MCRN ]
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)
03/08/2017
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") 03/08/2017 S 1,487,721(6) D $15.6 30,088,407 D(1)(2)(3)
Common Stock 03/08/2017 S 1,312,746(6) D $15.6 26,549,631 D(1)(2)(3)(4)
Common Stock 03/08/2017 S 174,975(6) D $15.6 3,538,776 D(1)(2)(3)(5)
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*
CCMP Capital, LP

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
277 PARK AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital GP, LLC

(Last) (First) (Middle)
C/O CCMP CAPITAL ADVISORS, LP
277 PARK AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Investors II, L.P.

(Last) (First) (Middle)
C/O CCMP CAPITAL, LP
277 PARK AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Investors (Cayman) II, L.P.

(Last) (First) (Middle)
C/O INTERTRUST CORP SVCS (CAYMAN) LTD.
190 ELGIN AVENUE

(Street)
GEORGETOWN E9 KY1-9005

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Associates, L.P.

(Last) (First) (Middle)
C/O CCMP CAPITAL, LP
277 PARK AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CCMP Capital Associates GP, LLC

(Last) (First) (Middle)
C/O CCMP CAPITAL, LP
277 PARK AVENUE, 27TH FLOOR

(Street)
NEW YORK NY 10172

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed by (i) CCMP Capital Investors II, L.P. ("CCMP Capital Investors"), (ii) CCMP Capital Investors (Cayman) II, L.P. ("CCMP Cayman" and together with CCMP Capital Investors, the "CCMP Capital Funds"), (iii) CCMP Capital Associates, L.P. ("CCMP Capital Associates"), the general partner of the CCMP Capital Funds, (iv) CCMP Capital Associates GP, LLC ("CCMP Capital Associates GP"), the general partner of CCMP Capital Associates, (v) CCMP Capital, LP ("CCMP Capital"), the owner of CCMP Capital Associates GP, and (vi) CCMP Capital GP, LLC ("CCMP Capital GP"), the general partner of CCMP Capital (CCMP Capital GP and CCMP Capital, together with the CCMP Capital Funds, CCMP Capital Associates and CCMP Capital Associates GP, the "Reporting Persons"). The amount of securities indicated in the first row of Table I reflects the aggregate amount of shares beneficially owned by the CCMP Capital Funds. See footnotes (4) and (5).
2. Each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP may be deemed, pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), to beneficially own the shares of Milacron Holdings Corp. (the "Issuer") reported herein held by the CCMP Capital Funds. The actual pro rata portion of beneficial ownership of any such shares held by the CCMP Capital Funds that may be deemed attributable to CCMP Capital Associates, CCMP Capital Associates GP, CCMP Capital and CCMP Capital GP is not readily determinable because it is subject to several variables, including the internal rate of return within the CCMP Capital Funds.
3. The Reporting Persons disclaim beneficial ownership of the securities to the extent it exceeds their pecuniary interest therein and the inclusion of the shares in this report shall not be deemed to be an admission of beneficial ownership of the reported shares for the purposes of Section 16 of the Exchange Act or otherwise. The amount shown represents the beneficial ownership of the Issuer's Common Stock held by the Reporting Persons as a group. Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
4. The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors II, L.P.
5. The amount shown represents the beneficial ownership of shares of the Issuer's Common Stock owned by CCMP Capital Investors (Cayman) II, L.P.
6. The shares of Common Stock were sold by the Reporting Persons pursuant to the underwriters' exercise of their over-allotment option in a registered underwritten secondary offering pursuant to an underwriting agreement entered into on January 31, 2017.
Remarks:
CCMP CAPITAL, LP, By: CCMP Capital GP, LLC, its General Partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel 03/09/2017
CCMP CAPITAL GP, LLC, By: /s/ Richard G. Jansen, Managing Director and General Counsel 03/09/2017
CCMP CAPITAL INVESTORS II, L.P., By: CCMP Capital Associates, L.P., its General Partner, By: CCMP Capital Associates GP, LLC, its General Partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel 03/09/2017
CCMP CAPITAL INVESTORS (CAYMAN) II, L.P., By: CCMP Capital Associates, L.P., its General Partner, By: CCMP Capital Associates GP, LLC, its General Partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel 03/09/2017
CCMP CAPITAL ASSOCIATES, L.P. , By: CCMP Capital Associates GP, LLC, its General Partner, By: /s/ Richard G. Jansen, Managing Director and General Counsel 03/09/2017
CCMP CAPITAL ASSOCIATES GP, LLC, By: /s/ Richard G. Jansen, Managing Director and General Counsel 03/09/2017
** 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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