SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

GALLAGHER JOHN J III

(Last)

(First)

(Middle)

C/O MILACRON HOLDINGS CORP.

3010 DISNEY STREET

(Street)

CINCINNATI

45209

(City)

(State)

(Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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

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.

	/s/Hugh O'Donnell, as Attorney-in-Fact for John J. Gallagher III	05/17/2016
	** Signature of Reporting Person	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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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