SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

GENTILCORE JAMES

(Last)

(First)

(Middle)

C/O PQ GROUP HOLDINGS INC.

300 LINDENWOOD DRIVE

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2017

3. Issuer Name and Ticker or Trading Symbol
PQ Group Holdings Inc. [ PQG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	269,895	I	By family trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option (Right to Buy)	06/30/2017	06/30/2026	Common Stock	35,824	$8.05	D
Option (Right to Buy)	06/30/2017	01/15/2027	Common Stock	3,582	$8.98	D
Option (Right to Buy)	06/30/2018	06/30/2026	Common Stock	35,825	$8.05	D
Option (Right to Buy)	06/30/2018	01/15/2027	Common Stock	3,582	$8.98	D
Option (Right to Buy)	06/30/2019	06/30/2026	Common Stock	35,825	$8.05	D
Option (Right to Buy)	06/30/2019	01/15/2027	Common Stock	3,583	$8.98	D
Option (Right to Buy)	⁽²⁾	06/30/2026	Common Stock	107,475	$8.05	D
Option (Right to Buy)	⁽²⁾	01/15/2027	Common Stock	10,747	$8.98	D

Explanation of Responses:

1. Represents shares of common stock held by a family trust. Mr. Gentilcore disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, and the filing of this report is not an admission that Mr. Gentilcore is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. This option vests upon the achievement of certain performance conditions related to the market price of the issuer's common stock.

Remarks:

Chief Executive Officer, President and Director Exhibit 24.1 - Power of Attorney

	/s/ Joseph S. Koscinski, attorney-in-fact	09/29/2017
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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