FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Mill Road Capital II, L.P.
2. Issuer Name and Ticker or Trading Symbol

AMERICAN PACIFIC CORP [ APFC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

382 GREENWICH AVENUE, SUITE ONE
3. Date of Earliest Transaction (MM/DD/YYYY)

2/27/2014
(Street)

GREENWICH, CT 06830
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   2/27/2014     U    916690   (1) D   (2) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  These shares were held directly by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital GP II LLC (the "GP") is the sole general partner of the Fund with the power to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares. Thomas E. Lynch and Scott P. Scharfman are Management Committee Directors of the GP with shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares. Each of the Reporting Persons disclaims beneficial ownership of these shares, except to the extent of his or its pecuniary interest therein, if any.
( 2)  On February 27, 2014, an acquisition subsidiary affiliated with and controlled by H.I.G. Capital, LLC, a Delaware limited liability company, acquired all of the outstanding shares of the Issuer's common stock via merger at a price of $46.50 per share. The Fund has not accepted the $46.50 per share being paid in the merger and is instead seeking a determination, in accordance with Delaware law, of the fair value of the shares of the Issuer's common stock that the Fund held as of immediately prior to the consummation of the merger.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Mill Road Capital II, L.P.
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT 06830

X

Mill Road Capital II GP LLC
382 GREENWICH AVENUE
SUITE ONE
GREENWICH, CT 06830

X

LYNCH THOMAS E
382 GREENWICH AVE
SUITE ONE
GREENWICH, CT 06830

X

Scharfman Scott
382 GREENWICH AVE
SUITE ONE
GREENWICH, CT 06830

X


Signatures
/s/ Scott P. Scharfman, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P. 3/3/2014
** Signature of Reporting Person Date

/s/ Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital II GP LLC 3/3/2014
** Signature of Reporting Person Date

/s/ Scott P. Scharfman on behalf of Thomas E. Lynch, by power of attorney 3/3/2014
** Signature of Reporting Person Date

/s/ Scott P. Scharfman 3/3/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
American Pacific (NASDAQ:APFC)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more American Pacific Charts.
American Pacific (NASDAQ:APFC)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more American Pacific Charts.