0000899243-19-027899.txt : 20191122
0000899243-19-027899.hdr.sgml : 20191122
20191122124045
ACCESSION NUMBER: 0000899243-19-027899
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191121
FILED AS OF DATE: 20191122
DATE AS OF CHANGE: 20191122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kratochvil Jim M.
CENTRAL INDEX KEY: 0001559142
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37458
FILM NUMBER: 191240056
MAIL ADDRESS:
STREET 1: C/O BERRY PLASTICS GROUP, INC.
STREET 2: 101 OAKLEY ST.
CITY: EVANSVILLE
STATE: IN
ZIP: 47710
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Milacron Holdings Corp.
CENTRAL INDEX KEY: 0001637913
STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559]
IRS NUMBER: 800798640
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10200 ALLIANCE ROAD
STREET 2: SUITE 200
CITY: CINCINNATI
STATE: OH
ZIP: 45242
BUSINESS PHONE: 513-487-5000
MAIL ADDRESS:
STREET 1: 10200 ALLIANCE ROAD
STREET 2: SUITE 200
CITY: CINCINNATI
STATE: OH
ZIP: 45242
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-11-21
1
0001637913
Milacron Holdings Corp.
MCRN
0001559142
Kratochvil Jim M.
C/O MILACRON HOLDINGS CORP.
10200 ALLIANCE ROAD, SUITE 200
CINCINNATI
OH
45242
1
0
0
0
Common Stock
2019-11-21
4
D
0
22956
D
0
D
Stock Option (right to buy)
6.64
2019-11-21
4
D
0
31953
D
2024-10-28
Common Stock
31953
0
D
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.
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.
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.
/s/ Hugh C. O'Donnell, as Attorney-in-Fact for Jim M. Kratochvil
2019-11-22