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^*

Stafeil Jeffrey

(Last)

(First)

(Middle)

833 E. MICHIGAN STREET, SUITE 1100

(Street)

MILWAUKEE

53202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Metaldyne Performance Group Inc. [ MPG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/06/2017

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 $0.001 per share ("Common Stock")	04/06/2017		D⁽¹⁾		7,488	D	⁽¹⁾	0	D
Common Stock	04/06/2017		D⁽¹⁾		882	D	⁽²⁾	0	D
Common Stock	04/06/2017		D⁽¹⁾		3,135	D	⁽³⁾	0	D

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)
Stock Options	$3.31	04/06/2017		D⁽⁷⁾			8,350	⁽⁴⁾	06/27/2023	Common Stock	8,350	$18.63⁽⁷⁾	0	D
Stock Options	$20	04/06/2017		D⁽⁷⁾			1,060	⁽⁵⁾	08/04/2024	Common Stock	1,060	$1.94⁽⁷⁾	0	D
Stock Options	$20	04/06/2017		D⁽⁷⁾			1,550	⁽⁴⁾	08/04/2024	Common Stock	1,550	$1.94⁽⁷⁾	0	D
Stock Options	$20	04/06/2017		D⁽⁷⁾			575	⁽⁵⁾	08/04/2024	Common Stock	575	$1.94⁽⁷⁾	0	D
Stock Options	$20	04/06/2017		D⁽⁷⁾			1,095	⁽⁶⁾	08/04/2024	Common Stock	1,095	$1.94⁽⁷⁾	0	D

Explanation of Responses:

1. Reflects disposition in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 3, 2016 (the "Merger Agreement"), by and among the Issuer, American Axle & Manufacturing Holdings, Inc. ("AAM") and Alpha SPV I, Inc., a wholly-owned subsidiary of AAM ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly-owned subsidiary of AAM and each share of Common Stock was exchanged for $13.50 in cash (the "Cash Consideration") and 0.5 of a share of common stock of AAM (the "Share Consideration" and, together with the Cash Consideration, the "Merger Consideration"). The closing price of a share of Common Stock on April 5, 2017 (the last trading day prior to the effectiveness of the Merger) was $21.90, and the closing price of a share of AAM common stock on April 6, 2017 (the effective date of the Merger) was $17.00.

2. Reflects disposition under the Merger Agreement, pursuant to which each share of restricted stock of the Issuer was canceled in exchange for the Merger Consideration.

3. Reflects disposition under the Merger Agreement, pursuant to which each restricted stock unit of the Issuer became fully vested immediately prior to the Merger and was canceled in exchange for the Merger Consideration.

4. Represents an exercisable stock option, which was to vest and become exercisable in five equal annual installments (beginning on June 27, 2014), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.

5. Currently exercisable.

6. Represents an exercisable stock option, which was to vest and become exercisable in three equal annual installments (beginning on August 4, 2015), and with any previously unvested options being accelerated and becoming vested and exercisable under the Merger Agreement as of immediately prior to the Merger.

7. Reflects disposition under the Merger Agreement, pursuant to which each outstanding stock option of the Issuer was canceled in exchange for an amount in cash equal to (x) the aggregate number of shares of Common Stock underlying such stock option immediately prior to the Merger, multiplied by (y) the value of the Merger Consideration (with the Share Consideration being valued at $8.44 per share (0.5 times the closing price of a share of AAM common stock on April 5, 2017 of $16.88 (the last trading day prior to the effectiveness of the Merger)) less the exercise price of such stock option.

Remarks:

	/s/ Gary D. Ford, attorney-in-fact for Mr. Stafeil	04/10/2017
	** 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 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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