Sec Form 4 Filing - Conway William E. @ FAIRMOUNT SANTROL HOLDINGS INC. - 2018-06-01

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 Conway William E. 2. Issuer Name and Ticker or Trading Symbol FAIRMOUNT SANTROL HOLDINGS INC. [ FMSA] 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) 32400 FAIRMOUNT BLVD. 3. Date of Earliest Transaction (MM/DD/YY) 06/01/2018 (Street) PEPPER PIKE, OH44124 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 06/01/2018 D( 1 ) 69,990 D $ 0 ( 1 ) 3,060 D Common Stock 06/01/2018 D( 2 ) 3,060 D $ 0 ( 2 ) 0 D Common Stock 06/01/2018 D( 1 ) 491,450 D $ 0 ( 1 ) 0 I See Footnote ( 3 ) Common Stock 06/01/2018 D( 1 ) 199,580 D $ 0 ( 1 ) 0 I See Footnote ( 4 ) Common Stock 06/01/2018 D( 1 ) 55,000 D $ 0 ( 1 ) 0 I See Footnote ( 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 (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Conway William E. 32400 FAIRMOUNT BLVD. PEPPER PIKE, OH44124 X Signatures /s/ William E. Conway, by David J. Crandall, his attorney-in-fact pursuant to Power of Attorney dated September 25, 2014 on file with the Commission 06/05/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of December 11, 2017 (the "Merger Agreement"), among the Issuer, SCR-Sibelco NV, Unimin Corporation, nka Covia Holdings Corporation ("Covia"), Bison Merger Sub, Inc. ("Merger Sub") and Bison Merger Sub I, LLC ("Merger Sub LLC"), pursuant to which Merger Sub merged with and into the Issuer with the Issuer as the surviving corporation and for the subsequent merger of Issuer with and into Merger Sub LLC with Merger Sub LLC as the surviving corporation and a wholly owned subsidiary of Covia. In the Merger, each share of Issuer Common Stock, par value $0.01 per share, was exchanged for (i) cash consideration equal to [$0.74] per fully diluted share (the "Cash Consideration") and (ii) 0.20 shares (the "Exchange Ratio") of voting common stock, par value $1.00 per share, of Covia ("Covia Common Stock"). ( 2 )In accordance with the terms of the Merger Agreement, each restricted stock unit award of the Issuer outstanding immediately prior to the effective time of the Merger (whether vested or unvested) was converted into (i) cash in an amount equal to the Cash Consideration multiplied by the number of shares of Issuer Common Stock subject to such Issuer restricted stock award and (ii) a restricted share unit award of Covia with respect to the aggregate number of shares of Covia Common Stock equal to the product of the number of shares of Issuer Common Stock subject to such Issuer restricted stock unit award, multiplied by the Exchange Ratio, rounded up or down the nearest whole unit. ( 3 )William E. Conway, Trustee of the Under Trust Agreement dated March 10, 1992. ( 4 )Spouse of Mary F. Conway, Trustee under the Mary F. Conway Declaration of Trust dated December 13, 1980, as modified. As the spouse of the trustee, Mr. Conway is deemed to have voting and investment power over these shares. ( 5 )William E. Conway IRA Standard - "Traditional" IRA.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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