Filing Details

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

Metaldyne Performance Group Inc.

(Name of Issuer)

Common Stock $0.001 par value per share

(Title of Class of Securities)

59116R107

(CUSIP Number)

December 31, 2016

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐

Rule 13d-1(b)

 

☐

Rule 13d-1(c)

 

☒

Rule 13d-1(d)

 

*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

---

13G

 

CUSIP No.  59116R107

Page 2

1	NAME OF REPORTING PERSONS
	ASP MD Investco L.P. (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b) ☒
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 (See Item 4)
		6	SHARED VOTING POWER
			51,365,358 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			51,365,358 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,365,358 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	77% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

13G

 

CUSIP No.  59116R107

Page 3

 

1	NAME OF REPORTING PERSONS
	American Securities Partners VI, L.P. (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b) ☒
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 (See Item 4)
		6	SHARED VOTING POWER
			51,365,358 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			51,365,358 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,365,358 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	77% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

13G

 

CUSIP No.  59116R107

Page 4

 

1	NAME OF REPORTING PERSONS
	American Securities Partners VI(B), L.P. (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b) ☒
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 (See Item 4)
		6	SHARED VOTING POWER
			51,365,358 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			51,365,358 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,365,358 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	77% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

13G

 

CUSIP No.  59116R107

Page 5

 

1	NAME OF REPORTING PERSONS
	American Securities Partners VI (C), L.P. (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b) ☒
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 (See Item 4)
		6	SHARED VOTING POWER
			51,365,358 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			51,365,358 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,365,358 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	77% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

13G

 

CUSIP No.  59116R107

Page 6

 

1	NAME OF REPORTING PERSONS
	American Securities Partners VI(D), L.P. (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b) ☒
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 (See Item 4)
		6	SHARED VOTING POWER
			51,365,358 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			51,365,358 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,365,358 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	77% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

13G

 

CUSIP No.  59116R107

Page 7

1	NAME OF REPORTING PERSONS
	American Securities Associates VI, LLC (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b) ☒
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 (See Item 4)
		6	SHARED VOTING POWER
			51,365,358 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			0 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			51,365,358 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,365,358 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	77% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

13G

 

CUSIP No.  59116R107

Page 8

1	NAME OF REPORTING PERSONS
	American Securities LLC (See Item 2(a))
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)☐
	(b) ☒
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
			17,340 (See Item 4)
		6	SHARED VOTING POWER
			51,365,358 (See Item 4)
		7	SOLE DISPOSITIVE POWER
			17,340 (See Item 4)
		8	SHARED DISPOSITIVE POWER
			51,365,358 (See Item 4)
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	51,382,698 (See Item 4)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	77% (See Item 4)
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO; IA

 

Item 1(a).

Name of Issuer:

 

Metaldyne Performance Group Inc. (the “Issuer”)

 

Item 1(b).

Address of Issuer’s Principal Executive Offices:

 

One Towne Square, Suite 550

Southfield, MI 48076

 

Item 2(a).

Name of Person Filing:

 

This statement is filed by (i) ASP MD Investco L.P. (“Investco”), (ii) American Securities Partners VI, L.P., American Securities Partners VI(B), L.P., American Securities Partners VI (C), L.P., and American Securities Partners VI(D), L.P. (together, the “Sponsors”), the owners of the partnership interests in Investco, (iii) American Securities Associates VI, LLC (“GP”), the general partner of each Sponsor, and (iv) American Securities LLC (“ASLLC”), which provides investment advisory services to each Sponsor (each a “Reporting Person” and collectively, the “Reporting Persons”).

 

An agreement among the Reporting Persons that this Schedule 13G is filed on behalf of each of them is attached hereto as Exhibit I.

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

 

The principal business office of each of the Reporting Persons is c/o American Securities LLC, 299 Park Avenue, 34th Floor, New York, NY 10171.

 

Item 2(c).

Citizenship:

 

Each of the GP and ASLLC is a Delaware limited liability company.  Each of Investco and the Sponsors is a Delaware limited partnership.

 

Item 2(d).

Title and Class of Securities:

 

Common Stock $0.001 par value per share, of the Issuer (the “Common Stock”)

 

Item 2(e).

CUSIP Number:

 

59116R107

 

Item 3.

If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

 

(a)    ☐

Broker or dealer registered under Section 15 of the Exchange Act

 

(b)    ☐

Bank as defined in Section 3(a)(6) of the Exchange Act

 

(c)    ☐

Insurance company as defined in Section 3(a)(19) of the Exchange Act

 

(d)    ☐

Investment company registered under Section 8 of the Investment Company Act

 

(e)    ☐

An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)

 

(f)     ☐

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)

 

(g)    ☐

A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)

 

(h)    ☐

A savings association 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

 

(j)     ☐

A non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J)

 

(k)    ☐

Group, in accordance with Rule 13d-1(b)(1)(ii)(K)

 

If filing as a non-U.S. institution in accordance with Rule 13d–1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4.

Ownership.

 

(a)-(c) The responses of the Reporting Persons to Rows 5, 6, 7, 8, 9 and 11 in each of their respective cover pages which relate to the beneficial ownership of the Common Stock of the Issuer are incorporated by reference.

 

As of December 31, 2016, Investco was the direct owner of, and had the power to vote and to dispose or direct the disposition of, 51,365,358 shares of Common Stock, representing approximately 77% of the shares of Common Stock outstanding (based on 66,681,179 shares of Common Stock outstanding as of November 1, 2016, as reported on the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 3, 2016).  Each of the Sponsors, the GP, and ASLLC may also be deemed to be beneficial owners of the shares directly owned by Investco as a result of their relationship to Investco. In addition, ASLLC was the direct owner of, and had the sole power to vote and to dispose or direct the disposition of, 17,340 shares of Common Stock.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the Common Stock, check the following [__].

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not applicable.

 

Item 10.

Certifications.

 

Not applicable.

 

SIGNATURES

 

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

Dated:  February 14, 2017

 

	ASP MD INVESTCO L.P.
			/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		President
	AMERICAN SECURITIES PARTNERS VI, L.P.
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES PARTNERS VI(B), L.P.
	By: American Securities Associates VI, LLC, its general partner
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES PARTNERS VI(C), L.P.
	By: American Securities Associates VI, LLC, its general partner
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES PARTNERS VI(D), L.P.
	By: American Securities Associates VI, LLC, its general partner
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES ASSOCIATES VI, LLC
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		Managing Member
	AMERICAN SECURITIES, LLC
	By:		/s/ Michael G. Fisch
	Name:		Michael G. Fisch
	Title:		President and Chief Executive Officer

 

EXHIBIT INDEX

 

 

---