Sec Form 4 Filing - Stafeil Jeffrey @ Metaldyne Performance Group Inc. - 2017-04-06

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 Stafeil Jeffrey 2. Issuer Name and Ticker or Trading Symbol Metaldyne Performance Group Inc. [ MPG] 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) 833 E. MICHIGAN STREET, SUITE 1100 3. Date of Earliest Transaction (MM/DD/YY) 04/06/2017 (Street) MILWAUKEE, WI53202 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 $0.001 per share ("Common Stock") 04/06/2017 D( 1 ) 7,488 D 0 D Common Stock 04/06/2017 D( 1 ) 882 D 0 D Common Stock 04/06/2017 D( 1 ) 3,135 D 0 D

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 Stock Options $ 3.31 04/06/2017 D( 7 ) 8,350 ( 4 ) 06/27/2023 Common Stock 8,350 $ 18.63 ( 7 ) 0 D Stock Options $ 20 04/06/2017 D( 7 ) 1,060 ( 5 ) 08/04/2024 Common Stock 1,060 $ 1.94 ( 7 ) 0 D Stock Options $ 20 04/06/2017 D( 7 ) 1,550 ( 4 ) 08/04/2024 Common Stock 1,550 $ 1.94 ( 7 ) 0 D Stock Options $ 20 04/06/2017 D( 7 ) 575 ( 5 ) 08/04/2024 Common Stock 575 $ 1.94 ( 7 ) 0 D Stock Options $ 20 04/06/2017 D( 7 ) 1,095 ( 6 ) 08/04/2024 Common Stock 1,095 $ 1.94 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stafeil Jeffrey 833 E. MICHIGAN STREET, SUITE 1100 MILWAUKEE, WI53202 X Signatures /s/ Gary D. Ford, attorney-in-fact for Mr. Stafeil 04/10/2017 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 November 3, 2016 (the "Merger Agreement"), by and among the Issuer, American Axle & Manufacturing Holdings, Inc. ("AAM") and Alpha SPV I, Inc., a wholly-owned subsidiary of AAM ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of AAM and each share of Common Stock was exchanged for $13.50 in cash (the "Cash Consideration") and 0.5 of a share of common stock of AAM (the "Share Consideration" and, together with the Cash Consideration, the "Merger Consideration"). The closing price of a share of Common Stock on April 5, 2017 (the last trading day prior to the effectiveness of the Merger) was $21.90, and the closing price of a share of AAM common stock on April 6, 2017 (the effective date of the Merger) was $17.00. ( 2 )Reflects disposition under the Merger Agreement, pursuant to which each share of restricted stock of the Issuer was canceled in exchange for the Merger Consideration. ( 3 )Reflects disposition under the Merger Agreement, pursuant to which each restricted stock unit of the Issuer became fully vested immediately prior to the Merger and was canceled in exchange for the Merger Consideration. ( 4 )Represents an exercisable stock option, which was to vest and become exercisable in five equal annual installments (beginning on June 27, 2014), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger. ( 5 )Currently exercisable. ( 6 )Represents an exercisable stock option, which was to vest and become exercisable in three equal annual installments (beginning on August 4, 2015), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger. ( 7 )Reflects disposition under the Merger Agreement, pursuant to which each outstanding stock option of the Issuer was canceled in exchange for an amount in cash equal to (x) the aggregate number of shares of Common Stock underlying such stock option immediately prior to the Merger, multiplied by (y) the value of the Merger Consideration (with the Share Consideration being valued at $8.44 per share (0.5 times the closing price of a share of AAM common stock on April 5, 2017 of $16.88 (the last trading day prior to the effectiveness of the Merger)) less the exercise price of such stock option.

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