Sec Form 4 Filing - ODONNELL HUGH C @ Milacron Holdings Corp. - 2019-11-21

Insider filing report for Changes in Beneficial Ownership
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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
ODONNELL HUGH C
2. Issuer Name and Ticker or Trading Symbol
Milacron Holdings Corp. [ MCRN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, General Counsel, Secretary
(Last) (First) (Middle)
C/O MILACRON HOLDINGS CORP., 10200 ALLIANCE ROAD, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
11/21/2019
(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 11/21/2019 D 49,738 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 Option (right to buy) $ 6.64 11/21/2019 D 26,575 ( 5 ) 03/28/2023 Common Stock 26,575 ( 5 ) 0 D
Stock Option (right to buy) $ 20 11/21/2019 D 12,280 ( 6 ) 06/24/2025 Common Stock 12,280 ( 6 ) 0 D
Stock Option (right to buy) $ 18.42 11/21/2019 D 11,613 ( 6 ) 03/01/2027 Common Stock 11,613 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ODONNELL HUGH C
C/O MILACRON HOLDINGS CORP.
10200 ALLIANCE ROAD, SUITE 200
CINCINNATI, OH45242
VP, General Counsel, Secretary
Signatures
/s/ Hugh C. O'Donnell 11/22/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 12, 2019, among the Issuer, Hillenbrand, Inc., an Indiana corporation ("Hillenbrand"), and Bengal Delaware Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Hillenbrand, at the Effective Time (as defined in the Merger Agreement), each share of Issuer common stock, automatically and without any required action by the Reporting Person, was converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes.
( 2 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Issuer common stock subject to a restricted share award was vested in full and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes.
( 3 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that was subject to vesting solely based on the satisfaction of time-based vesting criteria ("RSU") was cancelled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes, for each share of Issuer common stock subject to such RSU.
( 4 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock unit that was subject to vesting in whole or in part based on the satisfaction of performance-based vesting criteria ("PSU") was cancelled and converted into the right to receive (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes, for each share of Issuer common stock subject to such PSU, as though such performance conditions were satisfied at the applicable target level of performance.
( 5 )Disposed of pursuant to the Merger Agreement, pursuant to which each outstanding stock option with a per share exercise price that was less than the per share Merger Consideration Value (as defined in the Merger Agreement), whether vested or unvested, was cancelled and converted into the right to receive, in respect of each Net Option Share (as defined in the Merger Agreement) subject to such stock option, (a) $11.80 in cash, without interest, and (b) 0.1612 shares of Hillenbrand common stock (and, if applicable, cash in lieu of fractional shares), less any applicable withholding taxes.
( 6 )Disposed of pursuant to the Merger Agreement, pursuant to which each outstanding stock option with a per share exercise price that was equal to or greater than the per share Merger Consideration Value, whether vested or unvested, was cancelled for no consideration.

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