UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
Under the Securities Exchange Act of 1934
 
(Amendment No. __)*
 
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, 2014
(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)
 
[X]
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) o
(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 (See Item 4)
6
SHARED VOTING POWER
54,128,810 (See Item 4)
7
SOLE DISPOSITIVE POWER
0 (See Item 4)
8
SHARED DISPOSITIVE POWER
54,128,810 (See Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,128,810 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
   o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.7% (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) o
(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 (See Item 4)
6
SHARED VOTING POWER
54,128,810 (See Item 4)
7
SOLE DISPOSITIVE POWER
0 (See Item 4)
8
SHARED DISPOSITIVE POWER
54,128,810 (See Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,128,810 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
   o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.7% (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) o
(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 (See Item 4)
6
SHARED VOTING POWER
54,128,810 (See Item 4)
7
SOLE DISPOSITIVE POWER
0 (See Item 4)
8
SHARED DISPOSITIVE POWER
54,128,810 (See Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,128,810 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
   o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.7% (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) o
(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 (See Item 4)
6
SHARED VOTING POWER
54,128,810 (See Item 4)
7
SOLE DISPOSITIVE POWER
0 (See Item 4)
8
SHARED DISPOSITIVE POWER
54,128,810 (See Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,128,810 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
   o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.7% (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) o
(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 (See Item 4)
6
SHARED VOTING POWER
54,128,810 (See Item 4)
7
SOLE DISPOSITIVE POWER
0 (See Item 4)
8
SHARED DISPOSITIVE POWER
54,128,810 (See Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,128,810 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
   o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.7% (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) o
(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 (See Item 4)
6
SHARED VOTING POWER
54,128,810 (See Item 4)
7
SOLE DISPOSITIVE POWER
0 (See Item 4)
8
SHARED DISPOSITIVE POWER
54,128,810 (See Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,128,810 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
 
   o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.7% (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) o
(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 (See Item 4)
6
SHARED VOTING POWER
54,128,810 (See Item 4)
7
SOLE DISPOSITIVE POWER
0 (See Item 4)
8
SHARED DISPOSITIVE POWER
54,128,810 (See Item 4)
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
54,128,810 (See Item 4)
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
   o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
80.7% (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:
 
47659 Halyard Drive
Plymouth, MI 48170
 
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 a majority of the limited 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 and the GP (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
 
 
 
 
Page 9
 
 
 
 
 
(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, 2014, Investco was the direct owner of, and had the power to vote and to dispose or direct the disposition of, 54,128,810 shares of Common Stock, representing approximately 80.7% of the shares of Common Stock outstanding (based on 67,073,255 shares of Common Stock outstanding as of December 1, 2014, as reported on the Issuer’s Prospectus filed with the SEC on December 15, 2014).  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.
 
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.
 

 
Page 10
 

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 17, 2015
 
 
 
ASP MD INVESTCO L.P.
By:  ASP Manager Corp., its General Partner
 
   
 
By:
/s/  Michael G. Fisch  
    Name: Michael G. Fisch   
    Title: President   
 
 
 
AMERICAN SECURITIES PARTNERS VI, 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(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   
 
 
 
Page 11
 
 
 
 
 
AMERICAN SECURITIES LLC
 
   
 
By:
/s/  Michael G. Fisch  
    Name: Michael G. Fisch   
    Title: President and Chief Executive Officer   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 12
 

 
EXHIBIT INDEX

Exhibit No.
Description
1
Joint Filing Agreement, dated February 17, 2015, by and among the Reporting Persons
   
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 13


EXHIBIT 1
JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, par value $0.001 per share, of Metaldyne Performance Group Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1). This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 17, 2015
 
ASP MD INVESTCO L.P.
By: ASP Manager Corp., its General Partner
 
   
 
By:
/s/ Michael G. Fisch  
    Name: Michael G. Fisch  
    Title: President  
 
AMERICAN SECURITIES PARTNERS VI, 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(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  
 
 
 
 
Page 14
 
 
 
 
 
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  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Page 15
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