MPG Metaldyne Performance Grp. Inc. (delisted)

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Item 1(a).

Name of Issuer:

 

Metaldyne Performance Group Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

One Towne Square, Suite 550

Southfield, MI 48076

 

Item 2(a).

Name of Person Filing:

 

This statement is filed by (i) ASP MD Investco L.P. (“Investco”), (ii) 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. (together, the “Sponsors”), the owners of the partnership interests in Investco, (iii) American Securities Associates VI, LLC (“GP”), the general partner of each Sponsor, and (iv) American Securities LLC (“ASLLC”), which provides investment advisory services to each Sponsor (each a “Reporting Person” and collectively, the “Reporting Persons”).

 

An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit I.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The principal business office of each of the Reporting Persons is c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

 

Item 2(c).

Citizenship:

 

Each of the GP and ASLLC is a Delaware limited liability company.  Each of Investco and the Sponsors is a Delaware limited partnership.

 

Item 2(d).

Title and Class of Securities:

 

Common Stock $0.001 par value per share, of the Issuer (the “Common Stock”)

 

Item 2(e).

CUSIP Number:

 

59116R107

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)    ☐

Broker or dealer registered under Section 15 of the Exchange Act

 

(b)    ☐

Bank as defined in Section 3(a)(6) of the Exchange Act

 

(c)    ☐

Insurance company as defined in Section 3(a)(19) of the Exchange Act

 

(d)    ☐

Investment company registered under Section 8 of the Investment Company Act

 

(e)    ☐

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

 

(f)     ☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

 

(g)    ☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

(h)    ☐

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act

 

(i)     ☐

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act

 

(j)     ☐

A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J)

 

(k)    ☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(K)

 

If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4.

Ownership.

 

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.

 

As of December 31, 2016, Investco was the direct owner of, and had the power to vote and to dispose or direct the disposition of, 51,365,358 shares of Common Stock, representing approximately 77% of the shares of Common Stock outstanding (based on 66,681,179 shares of Common Stock outstanding as of November 1, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2016).  Each of the Sponsors, the GP, and ASLLC may also be deemed to be beneficial owners of the shares directly owned by Investco as a result of their relationship to Investco. In addition, ASLLC was the direct owner of, and had the sole power to vote and to dispose or direct the disposition of, 17,340 shares of Common Stock.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following [__].

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated:  February 14, 2017

 

	ASP MD INVESTCO L.P.
			/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		President
	AMERICAN SECURITIES PARTNERS VI, L.P.
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES PARTNERS VI(B), L.P.
	By: American Securities Associates VI, LLC, its general partner
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES PARTNERS VI(C), L.P.
	By: American Securities Associates VI, LLC, its general partner
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES PARTNERS VI(D), L.P.
	By: American Securities Associates VI, LLC, its general partner
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES ASSOCIATES VI, LLC
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES, LLC
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		President and Chief Executive Officer

 

EXHIBIT INDEX

 

 

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