American Securities Partners VI Form 3 AMERICAN AXLE & MANUFACTURING / Loren S. Easton ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

AMERICAN SECURITIES LLC

(Last) (First) (Middle)

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/06/2017

3. Issuer Name and Ticker or Trading Symbol
AMERICAN AXLE & MANUFACTURING HOLDINGS INC [ AXL ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share ("Common Stock")	8,670	D(1)(3)(4)
Common Stock	25,682,679	D(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

AMERICAN SECURITIES LLC

(Last) (First) (Middle)

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASP MD Investco LP

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

American Securities Partners VI, L.P.

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

American Securities Partners VI(B), L.P.

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

American Securities Partners VI(C), L.P.

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

American Securities Partners VI(D), L.P.

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

American Securities Associates VI, LLC

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Penn Kevin S.

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Easton Loren S.

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVENUE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

Explanation of Responses:

1. Shares directly owned by American Securities LLC ("ASL").

2. Shares directly owned by ASP MD Investco LP ("Investco") that may also be deemed to be indirectly beneficially owned by ASL and each of: 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. (each, a "Sponsor"), the owners of partnership interests in Investco, and American Securities Associates VI, LLC, the general partner of each Sponsor. ASL also provides investment advisory services to each Sponsor.

3. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

4. Kevin Penn is a managing director of ASL and a director of the Issuer. Loren Easton is a managing director of ASL and a director of the Issuer.

Remarks:

Exhibit 99.1 Joint Filer Information is incorporated herein by reference.

	ASP MD Investco LP, By: ASP Manager Corp., its general partner, By: /s/ Michael G. Fisch, as President	04/17/2017
	American Securities Partners VI, L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member	04/17/2017
	American Securities Partners VI(B), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member	04/17/2017
	American Securities Partners VI(C), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member	04/17/2017
	American Securities Partners VI(D), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member	04/17/2017
	American Securities Associates VI, LLC, By: /s/ Michael G. Fisch, as Managing Member	04/17/2017
	American Securities LLC, By: /s/ Michael G. Fisch, as President and Chief Executive Officer	04/17/2017
	/s/ Kevin S. Penn	04/17/2017
	/s/ Loren S. Easton	04/17/2017
	** Signature of Reporting Person	Date
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