UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~January 18~~March 22, 2019

MPM HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	~~333-201338~~	47333-~~1756080~~201338	47-1756080
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)

MOMENTIVE PERFORMANCE MATERIALS INC.

(Exact name of registrant as specified in its charter)

Delaware	~~333-146093~~	20333-~~5748297~~146093	20-5748297
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(State or other jurisdiction of organization)		(CommissionFile Number)	(I.R.S. Employer Identification No.)

260 Hudson River Road

Waterford, NY 12188

(Address of principal executive offices including zip code)

(518) 233-3330

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

oCheck ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~below if ~~CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ofiling ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ounder ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act~~provisions: ~~(17 CFR 240.13e-4(c))~~

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

oItem ~~Emerging~~7.01 ~~growth~~Regulation ~~company~~FD Disclosure.

IfOn anMarch 22, ~~emerging growth company~~2019, ~~indicate~~MPM byHoldings ~~check~~Inc. ~~mark~~(the if“Company”) ~~the~~issued ~~registrant~~a ~~has~~news ~~elected~~release ~~not~~responding to ~~use~~a ~~the~~network ~~extended~~security ~~transition~~incident. ~~period~~The ~~for~~news release ~~complying~~is ~~with~~being ~~any~~furnished ~~new~~as orExhibit ~~revised~~99.1 ~~financial~~to ~~accounting~~this ~~standards~~Current ~~provided~~Report ~~pursuant~~on toForm ~~Section~~8-K ~~13(a)~~and ofis ~~the~~incorporated ~~Exchange~~herein ~~Act~~by reference. o

The information set forth in this Item 17.01 ~~Entry~~and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities in that section, and shall not be deemed to be incorporated by reference into aany ~~Material~~of ~~Definitive~~the ~~Agreement~~Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

On January 18, 2019, MPM Holdings Inc., a Delaware corporation (the “Company”), MOM Holding Company, a Delaware corporation (“Parent”), and MOM Special Company, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), entered into a letter agreement (the “Letter Agreement”) amending the Agreement and Plan of Merger, dated as of September 13, 2018 (the “Merger Agreement”), by and among the Company, Parent and Merger Sub, pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with Merger Sub surviving the Merger as a wholly owned subsidiary of Parent.

In light of the ongoing shutdown of portions of the U.S. federal government, which includes those elements of the Department of Treasury responsible for accepting new filings on behalf of the Committee on Foreign Investment in the United States (“CFIUS”), the parties have agreed to enter into the Letter Agreement to extend the deadline to obtain clearance from CFIUS to June 13, 2019. Under the terms of the Merger Agreement, failure to obtain CFIUS clearance by such date gives each party a right to terminate the Merger Agreement.

Except as expressly amended pursuant to the Letter Agreement, all of the terms, conditions, and other provisions of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on September 19, 2018 (as amended by the Form 8-K/A filed with the SEC on December 21, 2018), continue to be in full force and effect.

The foregoing description of the Letter Agreement and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to (i) the Letter Agreement, which is attached hereto as Exhibit 2.1 and incorporated by reference herein and (ii) the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed by the Company with the SEC on September 19, 2018 (as amended by the Form 8-K/A filed with the SEC on December 21, 2018).

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 299.1 ~~Letter~~News ~~Agreement~~Release, dated ~~January~~March 1822, 2019, byannouncing ~~and~~MPM ~~among~~Holdings ~~MOM~~Inc.’s ~~Holding~~Response ~~Company,~~to ~~MOM~~a ~~Special~~Network ~~Company,~~Security ~~and MPM Holdings Inc~~Incident.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, ~~each of~~ the ~~Registrants~~Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~MPM HOLDINGS INC.~~	MPM HOLDINGS INC.
Date: January 22, 2019	/s/ Erick R. Asmussen
Date: March 22, 2019		/s/ Erick R. Asmussen
	~~Erick R. Asmussen~~	Erick R. Asmussen
	~~Chief Financial Officer~~	Chief Financial Officer
		MOMENTIVE PERFORMANCE MATERIALS INC.
		/s/ Erick R. Asmussen
		Erick R. Asmussen
		Chief Financial Officer

MOMENTIVE PERFORMANCE MATERIALS INC. /s/ Erick R. Asmussen Erick R. Asmussen Chief Financial Officer

Filing Compare · MPM Holdings Inc.