Statement of Changes in Beneficial Ownership (4)
September 13 2017 - 3:51PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Davis Waters S IV
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2. Issuer Name
and
Ticker or Trading Symbol
Milacron Holdings Corp.
[
MCRN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O MILACRON HOLDINGS CORP., 10200 ALLIANCE ROAD, SUITE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/12/2017
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(Street)
CINCINNATI, OH 45242
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.01 per share ("Common Stock")
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9/12/2017
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M
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11000
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A
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$6.64
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31935
(1)
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D
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Common Stock
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9/12/2017
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S
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11000
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D
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$15.9953
(2)
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20935
(1)
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D
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Common Stock
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9/12/2017
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S
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2500
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D
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$15.9837
(3)
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18435
(1)
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
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$6.64
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9/12/2017
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M
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11000
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(4)
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8/7/2023
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Common Stock
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11000
(5)
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$6.64
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12953
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D
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Explanation of Responses:
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(1)
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Includes 6,064 restricted stock units that represent the right to receive, at settlement, one share of common stock which are subject to vesting and forfeiture and which vest on February 27, 2018. Prior to vesting, restricted stock units do not include any voting rights.
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(2)
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This transaction was executed in multiple trades at prices ranging from $15.9800 to $16.0150. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(3)
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This transaction was executed in multiple trades at prices ranging from $15.9800 to $15.9950. The price reported above reflects the weighted average purchase price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
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(4)
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The options vest over five years, at a rate of 20% per year, beginning on the first anniversary of the grant date, August 7, 2013, and immediately vest upon a change of control.
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(5)
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The option was granted on 8/7/2013 and this amount was vested in full as of the transaction date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Davis Waters S IV
C/O MILACRON HOLDINGS CORP.
10200 ALLIANCE ROAD, SUITE 200
CINCINNATI, OH 45242
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X
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Signatures
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/s/ Hugh O'Donnell, as Attorney-in-Fact for Waters S. Davis IV
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9/13/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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