Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Clancey Gerald L.
  2. Issuer Name and Ticker or Trading Symbol
FAIRMOUNT SANTROL HOLDINGS INC. [FMSA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Chief Commercial Officer
(Last)
(First)
(Middle)
8834 MAYFIELD ROAD
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017
(Street)

CHESTERLAND, OH 44026
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 03/01/2017   A   19,500 (1) A $ 0 435,674 D  
Common Stock 03/01/2017   S(2)   2,839 D $ 9.65 432,835 (3) (4) D  
Common Stock               2,242,468 I Gerald L. Clancey Trust No. 1
Common Stock               100,436 I Gerald L. Clancey Grantor Retained Annuity Trust No. 1
Common Stock               442,000 I Gerald L. Clancey Irrevocable Trust dated December 13, 2012
Common Stock               442,000 I The Connie J. Clancey Irrevocable Trust for the benefit of Gerald L. Clancey
Common Stock               326,430 I By 401(k) Plan

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 10.03 03/01/2017   A   22,400     (5) 03/01/2027 Common Stock 22,400 $ 0 888,100 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Clancey Gerald L.
8834 MAYFIELD ROAD
CHESTERLAND, OH 44026
      EVP & Chief Commercial Officer  

Signatures

 /s/ Gerald L. Clancey, by David J. Crandall, his attorney-in-fact pursuant to Power of Attorney dated September 25, 2014, on file with the Commission   03/03/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reporting person was granted 19,500 restricted stock units. The restricted stock units vest in 1/4 increments commencing one year after the date of grant.
(2) The transaction reflects the number of shares of Common Stock sold pursuant to the terms of the Restricted Stock Unit Agreement and in accordance with the Fairmount Santrol Holdings Inc. 2014 Long Term Incentive Plan, to satisfy the reporting person's tax withholding obligations upon the vesting of 7,500 restricted stock units.
(3) Includes an aggregate of 141,586 restricted stock units.
(4) Shares previously reported as being held by the reporting person are not reported as being held in the Gerald L. Clancey Trust No. 1.
(5) The options vest and become exercisable in 1/3 increments commencing one year after the date of grant.

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