UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

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 13, 2018

MPM HOLDINGS INC.

(Exact name of registrant as specified in its charter)



Delaware	333-201338	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

(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)

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:



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))

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).



o	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. o

EXPLANATORY NOTE

On September 19, 2018, MPM Holdings Inc., a Delaware corporation (the “Company”), and Momentive Performance Materials Inc., a Delaware corporation (“MPM”), filed a Current Report on Form 8-K reporting the entry into a material definitive agreement under Item 1.01 (the “Merger Agreement”). The Company and MPM are hereby filing this Amendment No. 1 on Form 8-K/A to include as Exhibit 2.1 a revised Merger Agreement that includes the previously omitted portions with respect to which the Company has withdrawn its confidential treatment request.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit 2.1†		Agreement and Plan of Merger, dated September 13, 2018, by and among MOM Holding Company, MOM Special Company and MPM Holdings Inc. (incorporated by reference from Exhibit 2.1 to the Company’s Quarterly Report on Form10-Q filed on November 9, 2018).

† Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.

SIGNATURES

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



		MPM HOLDINGS INC.

Date: December 21, 2018		/s/ Erick R. Asmussen
		Erick R. Asmussen
		Chief Financial Officer



		MOMENTIVE PERFORMANCE MATERIALS INC.

		/s/ Erick R. Asmussen
		Erick R. Asmussen
		Chief Financial Officer

MPM Holdings Inc. 8-K/A