Statement of Changes in Beneficial Ownership (4)

FORM 4 [ X ] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Mill Road Capital II, L.P.	2. Issuer Name and Ticker or Trading Symbol AMERICAN PACIFIC CORP [ APFC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      __ X __ 10% Owner _____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle) 382 GREENWICH AVENUE, SUITE ONE	3. Date of Earliest Transaction (MM/DD/YYYY) 2/27/2014
(Street) GREENWICH, CT 06830 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/27/2014		U		916690   (1)	D	(2)	0	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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

Explanation of Responses:
( 1)	These shares were held directly by Mill Road Capital II, L.P. (the "Fund"). Mill Road Capital GP II LLC (the "GP") is the sole general partner of the Fund with the power to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares. Thomas E. Lynch and Scott P. Scharfman are Management Committee Directors of the GP with shared authority to vote (or direct the vote of), and to dispose (or direct the disposal) of, these shares. Each of the Reporting Persons disclaims beneficial ownership of these shares, except to the extent of his or its pecuniary interest therein, if any.
( 2)	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 the Issuer's common stock via merger at a price of $46.50 per share. The Fund has not accepted the $46.50 per share being paid in the merger and is instead seeking a determination, in accordance with Delaware law, of the fair value of the shares of the Issuer's common stock that the Fund held as of immediately prior to the consummation of the merger.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mill Road Capital II, L.P. 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT 06830		X
Mill Road Capital II GP LLC 382 GREENWICH AVENUE SUITE ONE GREENWICH, CT 06830		X
LYNCH THOMAS E 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830		X
Scharfman Scott 382 GREENWICH AVE SUITE ONE GREENWICH, CT 06830		X

Signatures
/s/ Scott P. Scharfman, Management Committee Director of sole general partner on behalf of Mill Road Capital II, L.P.		3/3/2014
** Signature of Reporting Person		Date
/s/ Scott P. Scharfman, Management Committee Director on behalf of Mill Road Capital II GP LLC		3/3/2014
** Signature of Reporting Person		Date
/s/ Scott P. Scharfman on behalf of Thomas E. Lynch, by power of attorney		3/3/2014
** Signature of Reporting Person		Date
/s/ Scott P. Scharfman		3/3/2014
** 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.
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