Sec Form 4 Filing - Davis Waters S IV @ Milacron Holdings Corp. - 2017-09-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 2. Issuer Name and Ticker or Trading Symbol Milacron Holdings Corp. [ MCRN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O MILACRON HOLDINGS CORP., 10200 ALLIANCE ROAD, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 09/08/2017 (Street) CINCINNATI, OH45242 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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") 09/08/2017 M 12,000 A $ 6.64 44,935 ( 1 ) D Common Stock 09/08/2017 S 12,000 D $ 15.7272 ( 2 ) 32,935 ( 1 ) D Common Stock 09/11/2017 M 24,000 A $ 6.64 56,935 ( 1 ) D Common Stock 09/11/2017 S 12,000 D $ 15.7498 ( 3 ) 44,935 ( 1 ) D Common Stock 09/11/2017 S 12,000 D $ 15.8545 ( 4 ) 32,935 ( 1 ) D Common Stock 09/11/2017 S 12,000 D $ 15.8318 ( 5 ) 20,935 ( 1 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Ins tr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 6.64 09/08/2017 M 12,000 ( 6 ) 08/07/2023 Common Stock 12,000 ( 7 ) $ 6.64 47,953 D Stock Option (right to buy) $ 6.64 09/11/2017 M 24,000 ( 6 ) 08/07/2023 Common Stock 24,000 ( 7 ) $ 6.64 23,953 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Davis Waters S IV C/O MILACRON HOLDINGS CORP. 10200 ALLIANCE ROAD, SUITE 200 CINCINNATI, OH45242 X Signatures /s/ Hugh O'Donnell, as Attorney-in-Fact for Waters S. Davis IV 09/12/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )This transaction was executed in multiple trades at prices ranging from $15.7100 to $15.7900. 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. ( 3 )This transaction was executed in multiple trades at prices ranging from $15.7450 to $15.8350. 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. ( 4 )This transaction was executed in multiple trades at prices ranging from $15.8300 to $15.9100. 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. ( 5 )This transaction was executed in multiple trades at prices ranging from $15.8100 to $15.8700. 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. ( 6 )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. ( 7 )The option was granted on 8/7/2013 and this amount was vested in full as of the transaction 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).

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