SEC FORM 4

SEC FORM 4 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^*

CCMP Capital, LP

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

277 PARK AVENUE, 27TH FLOOR

(Street)

NEW YORK

10172

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PQ Group Holdings Inc. [ PQG ]

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)
05/05/2021

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/05/2021		S		580,472	D	$13.44	24,920,612	I	By CCMP Capital Investors III, L.P.⁽¹⁾⁽³⁾
Common Stock	05/05/2021		S		58,838	D	$13.44	2,525,955	I	By CCMP Capital Investors III (Employee), L.P.⁽¹⁾⁽³⁾
Common Stock	05/05/2021		S		176,974	D	$13.44	7,597,767	I	CCMP Capital Investors III (AV-7), L.P.⁽¹⁾⁽³⁾
Common Stock	05/05/2021		S		10,012	D	$13.44	429,849	I	CCMP Capital Investors III (AV-8), L.P.⁽¹⁾⁽³⁾
Common Stock	05/05/2021		S		200,162	D	$13.44	8,593,302	I	CCMP Capital Investors III (AV-9), L.P.⁽¹⁾⁽³⁾
Common Stock	05/05/2021		S		13,115	D	$13.44	563,051	I	CCMP Capital Investors III (AV-10), L.P.⁽¹⁾⁽³⁾
Common Stock	05/05/2021		S		185,029	D	$13.44	7,943,619	I	Quartz Co-Invest L.P.⁽²⁾⁽³⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

CCMP Capital, LP

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

277 PARK AVENUE, 27TH FLOOR

(Street)

NEW YORK

10172

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Quartz Co-Invest, L.P.

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

277 PARK AVENUE, 27TH FLOOR

(Street)

NEW YORK

10172

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

CCMP Co-Invest III A GP, LLC

(Last)

(First)

(Middle)

C/O CCMP CAPITAL ADVISORS, LP

277 PARK AVENUE, 27TH FLOOR

(Street)

NEW YORK

10172

(City)

(State)

(Zip)

Explanation of Responses:

1. CCMP Capital Associates III, L.P. ("CCMP Capital Associates") is the general partner of each of CCMP Capital Investors III, L.P. ("CCMP Capital Investors"), CCMP Capital Investors III (Employee), L.P. ("CCMP Employee"), CCMP Capital Investors III (AV-7), L.P. ("CCMP AV-7"), CCMP Capital Investors III (AV-8), L.P. ("CCMP AV-8"), CCMP Capital Investors III (AV-9), L.P. ("CCMP AV-9") and CCMP Capital Investors III (AV-10), L.P. ("CCMP AV-10" and, together with CCMP Capital Investors, CCMP Employee, CCMP AV-7, CCMP AV-8 and CCMP AV-9, the "CCMP Capital Funds"). The general partner of CCMP Capital Associates is CCMP Capital Associates III GP, LLC ("CCMP Capital Associates GP").

2. CCMP Co-Invest III A GP, LLC ("CCMP Co-Invest GP") is the general partner of Quartz Co-Invest, L.P. ("Quartz" and, together with the CCMP Capital Funds, the "CCMP Investors").

3. CCMP Capital Associates GP and CCMP Co-Invest GP are each wholly owned by CCMP Capital, LP. The general partner of CCMP Capital, LP is CCMP Capital GP, LLC. CCMP Capital GP, LLC ultimately exercises voting and dispositive power over the shares of common stock of PQ Group Holdings Inc. held by the CCMP Investors. As a result, each of CCMP Capital Associates, CCMP Capital Associates GP, CCMP Co-Invest GP, CCMP Capital, LP and CCMP Capital GP, LLC may be deemed to share beneficial ownership with respect to certain of the shares of common stock of PQ Group Holdings Inc. held by the CCMP Investors. Each of the reporting persons disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Form 2 of 2.

	QUARTZ CO-INVEST L.P., By: CCMP Co-Invest III A GP, LLC, its general partner, By: /s/ Richard G. Jansen, Title: Managing Director and General Counsel	05/05/2021
	CCMP CO-INVEST III A GP, LLC, By: /s/ Richard G. Jansen, Title: Managing Director and General Counsel	05/05/2021
	** 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 Number.

SEC Form 4: CCMP Capital, LP sold $16,458,651 worth of Common Stock (1,224,602 units at $13.44)