8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 4, 2016

MPM HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	333-201338	47-1756080
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

MOMENTIVE PERFORMANCE MATERIALS INC.

(Exact name of registrant as specified in its charter)

Delaware	333-146093	20-5748297
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

260 Hudson River Road Waterford, NY 12188	(518) 233-3330
(Address of principal executive offices including zip code)	(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

p	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
p	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
p	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
p	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In accordance with the Board Composition Agreement, dated as of October 24, 2014 (the “Agreement”), by and among MPM Holdings Inc., a Delaware corporation (the “Company”), and each of the stockholders of the Company party thereto, as a result of a vacancy on the Company’s Board of Directors (the “Board”) and pursuant to notice given by the Independent Directors (as defined in the Agreement), on August 4, 2016 Theodore (Ted) Butz was appointed as a director to serve on the Board. Mr. Butz replaces Jason G. New who resigned from the Board as of August 4, 2016. Mr. Butz has also been elected to serve on the Environment, Health and Safety Committee of the Board.

Mr. Butz is entitled to receive compensation applicable to all of the Company's directors as described in the Company's Annual Report on Form 10-K filed on March 1, 2016, under the sub-heading “Narrative to the Director Compensation Table.” There is no other material Company plan, contract or arrangement in which Mr. Butz will participate in connection with his appointment.

A copy of this news release dated August 4, 2016 is being filed as Exhibit 99.1 to this current report and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On August 4, 2016, the Company issued a news release announcing its Second Quarter 2016 results.  A copy of this news release is being filed as Exhibit 99.2 to this current report.

Item 9.01 Financial Statements and Exhibits

(d)    Exhibits

Exhibit 99.1	News Release dated August 4, 2016 announcing new director.
Exhibit 99.2	News Release dated August 4, 2016 announcing MPM Holdings Inc.'s Second Quarter 2016 results conference call.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of the Registrants has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MPM HOLDINGS INC.
Date: August 4, 2016	/s/ Erick R. Asmussen
	Erick R. Asmussen
	Chief Financial Officer

MOMENTIVE PERFORMANCE MATERIALS INC.

/s/ Erick R. Asmussen

Erick R. Asmussen

Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	News Release dated August 4, 2016 announcing new director.
99.2	News Release dated August 4, 2016 announcing MPM Holdings Inc.'s Second Quarter 2016 results conference call.

EX-99.1

Exhibit 99.1

260 Hudson River Road Waterford, NY 12188 momentive.com NEWS RELEASE

FOR IMMEDIATE RELEASE

Theodore H. Butz Joins Momentive’s Board of Directors

WATERFORD, N.Y. (August 4, 2016) - MPM Holdings Inc. (“Momentive”) today announced that Theodore (Ted) Butz has been elected to Momentive’s Board of Directors, effective immediately. Mr. Butz will also be a member of the Environment, Health & Safety Committee. Mr. Butz replaces Jason G. New who resigned from Momentive’s Board of Directors on August 4, 2016.

Mr. Butz brings over 30 years of experience in building specialty chemicals businesses. From 2011 through 2016, Mr. Butz was President and Chief Executive Officer of Pinova Holdings, Inc., a leading supplier of essential natural and renewable materials for fragrance, food and specialty industrial applications.

Prior to Pinova, Mr. Butz was Group President for the Specialty Chemicals business at FMC Corporation. During his tenure at FMC, Mr. Butz held a variety of domestic and international leadership positions serving diverse markets and had responsibility for corporate-wide strategy and development activities, as well as corporate health and safety functions. Mr. Butz holds an M.B.A. from the University of San Francisco and a B.S. in Finance from Arizona State University.

“We believe Ted’s extensive breadth of knowledge, experience, and proven track record will be valuable as Momentive continues its strategic growth initiatives,” said Bradley Bell, Chairman of the Board. “We appreciate his willingness to serve as a director and look forward to benefiting from his judgment and counsel.”

About Momentive

Momentive is a global leader in silicones and advanced materials, with a 75-year heritage of being first to market with performance applications for major industries that support and improve everyday life. Momentive delivers science-based solutions, by linking custom technology platforms to opportunities for customers. Additional information is available at www.momentive.com.

Contact

Media and Investors:

John Kompa

614-225-2223

john.kompa@momentive.com

EX-99.2

Exhibit 99.2

260 Hudson River Road Waterford, NY 12188 momentive.com NEWS RELEASE

FOR IMMEDIATE RELEASE

Momentive Announces Second Quarter 2016 Conference Call

WATERFORD, N.Y. (August 4, 2016) - MPM Holdings Inc. (“Momentive” or the “Company”) (OTCQX: MPMQ) today announced it will host a teleconference to discuss Second Quarter 2016 results on Tuesday, August 9, 2016, at 10 a.m. Eastern Time. The Company will issue a press release announcing its financial results for the second quarter ended June 30, 2016 prior to the opening of the market on August 9, 2016. 

Interested parties are asked to dial-in approximately 10 minutes before the call begins at the following numbers:

U.S. Participants: (877) 679-3920

International Participants: + 1 (419) 329-4702

Participant Passcode: 28627888

Live Internet access to the call and presentation materials will be available through the Investor Relations section of the Company’s website: www.momentive.com. A replay of the call will be available for three weeks beginning at 2 p.m. Eastern Time on August 9, 2016. The playback can be accessed by dialing (855) 859-2056 (U.S.) and +1 (404) 537-3406 (International). The passcode is 28627888. A replay also will be available through the Investor Relations Section of the Company’s website.

About Momentive

Momentive is a global leader in silicones and advanced materials, with a 75-year heritage of being first to market with performance applications for major industries that support and improve everyday life. Momentive delivers science-based solutions, by linking custom technology platforms to opportunities for customers. Additional information is available at www.momentive.com.

Contact

Investors:

John Kompa

614-225-2223

john.kompa@momentive.com