American Securities Partners VI Form 4 AMERICAN AXLE & MANUFACTURING / Loren S. Easton ownership change

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

AMERICAN SECURITIES LLC

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVE, 34TH FLOOR

(Street)

NEW YORK NY 10171

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2017

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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								8,670	D(1)(3)
Common Stock								25,682,679	D(2)(3)
Common Stock	05/04/2017		A		7,513(4)(5)	A	(7)	7,513	D(3)(4)(5)
Common Stock	05/04/2017		A		7,513(4)(6)	A	(7)	7,513	D(3)(4)(6)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person^*

AMERICAN SECURITIES LLC

(Last) (First) (Middle)

C/O AMERICAN SECURITIES LLC

299 PARK AVE, 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 AVE, 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 AVE, 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 AVE, 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 AVE, 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 AVE, 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 AVE, 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 AVE, 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 AVE, 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. Represents the grant of restricted stock units from the Issuer that will be settled in the Issuer's common stock upon vesting, which generally is on the one-year anniversary of the date of grant.

5. Kevin Penn is a managing director of ASL and a director of the Issuer. Pursuant to an arrangement between Mr. Penn and ASL, all director fees received by him from the Issuer are paid over to or held for the benefit of ASL.

6. Loren Easton is a managing director of ASL and a director of the Issuer. Pursuant to an arrangement between Mr. Easton and ASL, all director fees received by him from the Issuer are paid over to or held for the benefit of ASL.

7. Not applicable.

Remarks:

Exhibit 99.1 Joint Filer Information, incorporated herein by reference.

	ASP MD Investco LP, By: ASP Manager Corp., its general partner, By: /s/ Michael G. Fisch, as President	05/23/2017
	American Securities Partners VI, L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member	05/23/2017
	American Securities Partners VI(B), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/Michael G. Fisch, as Managing Member	05/23/2017
	American Securities Partners VI(C), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member	05/23/2017
	American Securities Partners VI(D), L.P., By: American Securities Associates VI, LLC, its general partner, By: /s/ Michael G. Fisch, as Managing Member	05/23/2017
	American Securities Associates VI, LLC, By: /s/ Michael G. Fisch, as Managing Member	05/23/2017
	American Securities LLC, By: /s/ Michael G. Fisch, as President and Chief Executive Officer	05/23/2017
	/s/ Kevin S. Penn	05/23/2017
	/s/ Loren S. Easton	05/23/2017
	** Signature of Reporting Person	Date
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