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): ~~September~~November 172, 2015

MPM HOLDINGS INC.

(Exact name of registrant as specified in its charter)



Delaware	333-201388	47-1756080
(State or other jurisdiction of incorporation or organization)	(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	20-5748297
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)



260 Hudson River Road Waterford, NY 12188		(518) 233-3330
(Address of principal executive offices including zip code)		(Registrant’s telephone number, including area code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 57.~~02 Departure~~01 ofRegulation ~~Directors~~FD ~~or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Disclosure

On ~~September~~November 172, 2015, ~~MPM~~Momentive ~~Holdings~~Performance Materials Inc. (“~~Momentive~~MPM”) ~~issued~~(whose aindirect ~~news~~parent ~~release~~is ~~announcing~~MPM ~~the~~Holdings ~~appointment~~Inc., ofcollectively ~~John~~referred D.to ~~Moran~~herein as ~~Senior~~the ~~Vice~~“Company”) ~~President,~~filed ~~General~~a ~~Counsel~~quarterly ~~and~~operating ~~Secretary~~report offor ~~Momentive~~the ~~and~~period ~~Momentive~~from ~~Performance~~July ~~Materials~~1, ~~Inc.~~2015 ~~(“MPM”) effective~~ to September 2130, 2015~~. In~~ ~~connection~~(the “Quarterly Operating Report”) with the ~~appointment~~United ofStates ~~Mr.~~Bankruptcy ~~Moran,~~Court ~~Stephen~~for J.the ~~Psutka~~Southern ~~will~~District ~~resign~~of asNew ~~Interim~~York. The ~~General~~Bankruptcy ~~Counsel~~Court ~~and~~has ~~Secretary~~had ofjurisdiction ~~Momentive~~over ~~and~~the ~~MPM~~reorganization ~~and~~proceedings asunder aChapter ~~director~~11 of ~~MPM. To fill~~ the ~~vacancy~~United ~~created~~States byBankruptcy ~~the~~Code ~~resignation~~for MPM, ~~the~~its ~~Board~~prior ofparent ~~Directors~~and certain of ~~MPM~~its ~~(the~~U.S. ~~“MPM~~subsidiaries ~~Board”)~~since ~~has~~April ~~appointed~~13, Mr2014. A ~~Moran~~copy asof athe ~~director~~Quarterly ofOperating ~~the~~Report ~~MPM~~is ~~Board,~~attached ~~effective~~as ~~September~~Exhibit ~~21,~~99.1 ~~2015~~to this report.

AThe ~~copy~~information set forth in this Item 7.01 and the attached Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the ~~news~~Securities ~~release~~Exchange ~~dated~~Act ~~September~~of 171934, ~~2015~~as isamended ~~attached~~(the ~~hereto~~“Exchange asAct”), ~~Exhibit~~or ~~99.1~~otherwise subject to the liabilities in that section, and isshall not be deemed to be incorporated ~~herein~~by reference into any of the 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.

Cautionary Statement Regarding Financial Operating Data

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Quarterly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the Company’s securities. The Quarterly Operating Report is limited in scope, covers a limited time period, does not reflect the Company’s international businesses that are not part of the Chapter 11 proceedings, and has been prepared solely for the purpose of complying with the quarterly reporting requirements of the Office of the United States Trustee. The Quarterly Operating Report was not audited or reviewed by independent accountants, is in a format prescribed by applicable requirements of the Office of the United States Trustee and is subject to future adjustment and reconciliation. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, the Quarterly Operating Report contains any information beyond that required by the Office of the United States Trustee. The Quarterly Operating Report also contains information for periods that are shorter or otherwise different from those required in the Company’s reports pursuant to the Exchange Act, and such information might not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports pursuant to the Exchange Act. Results set forth in the Quarterly Operating Report should not be viewed as indicative of future results.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 99.1 ~~News~~Quarterly ~~release~~Operating ofReport ~~MPM~~for ~~Holdings~~the ~~Inc.~~Period ~~dated~~from July 1, 2015 to September 1730, 2015.

SIGNATURES

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

		~~MPM HOLDINGS INC.~~	MPM HOLDINGS INC.
Date: September 18, 2015		/s/ Erick R. Asmussen
Date:	November 2, 2015		/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

EXHIBIT INDEX

Exhibit		Description
99.1		~~News~~Quarterly ~~release~~Operating ofReport ~~MPM~~for ~~Holdings~~the ~~Inc.~~Period ~~dated~~from July 1, 2015 to September 1730, 2015.

Filing Compare · Momentive Performance Materials Inc.