APFC American Pacific Corp. (MM)

13D

13D

13D

13D

This Amendment No. 5 to the joint statement on Schedule 13D with respect to the common stock, $0.10 par value per share (the “ Common Stock ”), of American Pacific Corporation, a Delaware corporation (the “ Issuer ”), filed by Mill Road Capital, L.P., a Delaware limited partnership (“ Fund I ”), Mill Road Capital GP LLC, a Delaware limited liability company (the “ Fund I GP ”), Thomas E. Lynch and Scott P. Scharfman (collectively, the “ Initial Reporting Persons ”) on September 19, 2011, as amended by the Amendment No. 1 on Schedule 13D with respect to the Common Stock filed by the Initial Reporting Persons on December 6, 2011, as amended and restated by the Amendment No. 2 on Schedule 13D with respect to the Common Stock filed by the Initial Reporting Persons, Mill Road Capital II, L.P. and Mill Road Capital II GP LLC on August 29, 2012, as amended and restated by the Amendment No. 3 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons (as defined therein) on December 7, 2012, and as amended and restated by the Amendment No. 4 on Schedule 13D with respect to the Common Stock filed by the Reporting Persons (as defined therein) on July 19, 2013 (such joint statement, as so amended and/or restated and as it may be amended herein, the “ Schedule 13D ”), amends and restates the Schedule 13D as follows:

“Item 3. Source and Amount of Funds or Other Consideration

As of February 27, 2014 and through the date hereof, the Reporting Persons have not had and do not have beneficial ownership of any shares of Common Stock.”

“ Item 4. Purpose of Transaction .

The Reporting Persons acquired shares of the Common Stock based on their belief that the Common Stock represented an attractive investment opportunity.

On February 27, 2014, an acquisition subsidiary affiliated with and controlled by H.I.G. Capital, LLC, a Delaware limited liability company, acquired all of the outstanding shares of Common Stock via merger at a price of $46.50 per share. As of the consummation of this merger, none of the Reporting Persons has any direct or indirect beneficial ownership of any shares of Common Stock.

Fund II has not accepted the $46.50 per share being paid in the merger described above and is instead seeking a determination, in accordance with Delaware law, of the fair value of the 916,690 shares of Common Stock that Fund II held as of immediately prior to the consummation of the merger.”

“(a, b) The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5(a, b). As of February 27, 2014 and through the date hereof, each Reporting Person does not, and the Reporting Persons

in the aggregate do not, beneficially own any shares of Common Stock, and each Reporting Person beneficially owns, and the Reporting Persons in the aggregate beneficial own, 0% of the outstanding shares of Common Stock.

“(c) On February 27, 2014, an acquisition subsidiary affiliated with and controlled by H.I.G. Capital, LLC, a Delaware limited liability company, acquired all of the outstanding shares of Common Stock via merger at a price of $46.50 per share. Fund II has not accepted the $46.50 per share being paid in the merger described above and is instead seeking a determination, in accordance with Delaware law, of the fair value of the 916,690 shares of Common Stock that Fund II held as of immediately prior to the consummation of the merger. The Reporting Persons did not effect any other transactions in shares of the Common Stock from January 2, 2014 (the date 60 days before the filing of this Amendment No. 5 to the Schedule 13D) until March 3, 2014.”

“(e) On February 27, 2014, the Reporting Persons ceased to beneficially own in the aggregate, and each Reporting Person ceased to beneficially own individually, 5.0% of the class of shares of Common Stock.”

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.