Sec Form 4 Filing - GALLAGHER JOHN J III @ Milacron Holdings Corp. - 2016-05-15

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 GALLAGHER JOHN J III 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 _____ Officer (give title below) X __ Other (specify below) Former Officer (Last) (First) (Middle) C/O MILACRON HOLDINGS CORP., 3010 DISNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/15/2016 (Street) CINCINNATI, OH45209 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 05/15/2016 D 10,156 D $ 0 3,907 ( 1 ) D Commonn Stock, par value $0.01 per share 140,025 I Held by Stellar CJS Holdings, LLC ( 2 )

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 Option (right to buy) $ 6.64 05/15/2016 D( 3 ) 59,953 11/27/2013 11/27/2022 Common Stock 59,953 ( 3 ) 0 D Option (right to buy) $ 6.64 05/15/2016 A( 3 ) 59,953 05/15/2016 11/27/2022 Common Stock 59,953 ( 3 ) 59,953 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GALLAGHER JOHN J III C/O MILACRON HOLDINGS CORP. 3010 DISNEY STREET CINCINNATI, OH45209 Former Officer Signatures /s/Hugh O'Donnell, as Attorney-in-Fact for John J. Gallagher III 05/17/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects the forfeiture of 10,156 shares previously reported as restricted stock that were subject to vesting and forfeiture, and the vesting of 3,907 previously restricted shares, in connection with the termination of the Reporting Person's employment. ( 2 )These securities are directly held by Stellar CJS Holdings, LLC, of which Mr. Gallagher and his spouse are the sole members, and may be deemed to be held by the Reporting Person. ( 3 )The two reported transactions involved the amendment of an outstanding option in conjunction with the termination of the Reporting Person's employment, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The "old" option was originally granted on November 27, 2012 for a total of 59,953 shares and provided for vesting in five equal annual installments; three of such installments (for a total of 35,971 shares) have now vested. Accordingly the "new" option will be immediately exercisable as to 35,971 shares and will become exercisable as to 11,991 shares on each of November 27, 2016 and 2017.

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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