Filing Details

CUSIP No.   55336L102		Page 2 of 10 Pages

1	NAMES OF REPORTING PERSONS               Carlson Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  [   ]  (b)  [X]
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION             Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER           -0-
	6	SHARED VOTING POWER           2,452,716
	7	SOLE DISPOSITIVE POWER           -0-
	8	SHARED DISPOSITIVE POWER     2,452,716

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON           2,452,716 shares of Common Stock

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

[  ]

11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	5.10%
12	TYPE OF REPORTING PERSON
	PN, IA

 

 

CUSIP No.   55336L102		Page 3 of 10 Pages

 

 

 

CUSIP No.   55336L102		Page 4 of 10 Pages

 

 

 

CUSIP No.   55336L102		Page 5 of 10 Pages

 

 

 

 

 

 

 

CUSIP No. 55336L102		Page 6 of 10 Pages

Item 1.	(a)	Name of Issuer:
		MPM Holdings Inc.
	(b)	Address of Issuer's Principal Executive Offices:
		260 Hudson River Road, New York, NY 12188
Item 2.	(a)	Name of Persons Filing:

 

		(i)	Carlson Capital L.P., a Delaware limited partnership ("Carlson Capital"), which serves as the investment manager to certain private funds and managed accounts (collectively, the "Accounts"), with respect to the Common Stock directly held by the Accounts;
		(ii)	Asgard Investment Corp. II, a Delaware corporation ("Asgard II"), which serves as the general partner of Carlson Capital, with respect to the Common Stock directly held by the Accounts;
		(iii)	Asgard Investment Corp., a Delaware corporation ("Asgard"), which is the sole stockholder of Asgard II, with respect to the Common Stock directly held by the Accounts; and
		(iv)	Mr. Clint D. Carlson, a United States citizsen ("Mr. Carlson"), who serves as president of Asgard and Carlson Capital, with respect to the Common Stock directly held by the Accounts.
			The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons".
			The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the Common Stock reported herein.
	(b)	Address of Principal Business Office or, if none, Residence:
		2100 McKinney Avenue, Suite 1800 Dallas, TX 75201
	(c)	Citzenship:
		Carlson Capital is a Delaware limited partnership. Each of Asgard and Asgard II is a Delaware corporation. Mr. Carlson is a United States citizen.
	(d)	Title Class of Securities:
		Common Stock (the "Shares")
	(e)	CUSIP Number:
		55336L102

 

 

 

 

 

CUSIP No. 55336L102		Page 7 of 10 Pages

 

 

 

Item 3.	If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	[ ]	Broker or dealer registered under Section 15 of the Act;
	(b)	[ ]	Bank as defined in Section 3(a)(6) of the Act;
	(c)	[ ]	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	[X]	An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F);
	(g)	[X]	A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act;
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940;
	(j)	[ ]	A non-U.S. institution in accordance with Section 240.240.13d–1(b)(1)(ii)(J);
	(k)	[ ]	Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
	If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ___________________

 

Item 4.	Ownership:
	A.  Carlson Capital:
	(a)	Amount beneficially owned: 2,452,716
	(b)	Percent of class:  5.10%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:  2,452,716
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of: 2,452,716

 

	B.  Asgard II:
	(a)	Amount beneficially owned:  2,452,716
	(b)	Percent of class:  5.10%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:  2,452,716
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of: 2,452,716

 

	C.  Asgard:
	(a)	Amount beneficially owned: 2,452,716
	(b)	Percent of class:  5.10%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote: 2,452,716
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of:  2,452,716

 

	D.  Mr. Carlson:
	(a)	Amount beneficially owned: 2,452,716
	(b)	Percent of class:  5.10%
	(c)	(i)      Sole power to vote or to direct the vote:  -0-
		(ii)     Shared power to vote or direct the vote:  2,452,716
		(iii)    Sole power to dispose or direct the disposition of:  -0-
		(iv)    Shared power to dispose or to direct the disposition of:  2,452,716

 

The Company's Quarterly Report on Form 10-Q filed on November 8, 2016, indicates that the total number of outstanding shares of Common Stock as of November 4, 2016 was 48,058,114. The percentages used herein and in the rest of the Schedule 13G are based upon such number of shares of Common Stock outstanding.
 

CUSIP No. 55336L102		Page 8 of 10 Pages

 

 

Item 5.

Ownership of Five Percent or Less of a Class:

 

Item 10.	Certification:
		Each of the Reporting Persons hereby makes the following certification:
		By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

CUSIP No. 55336L102		Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

DATED: January 30, 2017

		CARLSON CAPITAL, L.P.
		By:	/s/ Clint D. Carlson
			Name:       Clint D. Carlson
			Title:         President

		ASGARD INVESTMENT CORP. II
		By:	/s/ Clint D. Carlson
			Name:       Clint D. Carlson
			Title:         President

 

 

		ASGARD INVESTMENT CORP.
		By:	/s/ Clint D. Carlson
			Name:       Clint D. Carlson
			Title:         President

 

 

		By:	/s/ Clint D. Carlson
			Name:       Clint D. Carlson

 

 

 

 

 

 

 

CUSIP No. 55336L102		Page 10 of 10 Pages

 

 

Exhibit 1

 

 

 

 JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
 

    The undersigned acknwoledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all sugbsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall nto be responsible for the completeness and accuracy of the ifnormation concerning the others, except to the extent that he or it knows or has reason to believe that such ifnormation is inaccurate.