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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
STONEHILL CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
885 THIRD AVE
30TH FL

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEENAH ENTERPRISES, INC. [ NENA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/17/2009
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/19/2009
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. 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(1)(3) 02/17/2009 S 72,262 D $0.2088 216,990 D
Common Stock(2)(3) 02/17/2009 S 97,738 D $0.2088 293,492 D
Common Stock(1)(3) 02/18/2009 S 40,031 D $0.2005 176,959 D
Common Stock(2)(3) 02/18/2009 S 54,144 D $0.2005 239,348 D
Common Stock(1)(3) 02/19/2009 S 41,924 D $0.1743 135,035 D
Common Stock(2)(3) 02/19/2009 S 56,704 D $0.1743 182,644 D
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 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: 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
1. Name and Address of Reporting Person*
STONEHILL CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
885 THIRD AVE
30TH FL

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STONEHILL INSTITUTIONAL PARTNERS LP

(Last) (First) (Middle)
126 EAST 56TH STREET
9TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STONEHILL OFFSHORE PARTNERS LTD

(Last) (First) (Middle)
CORPORATE CENTRE WEST BAY RD
P O BOX 31106 SMB

(Street)
GRANDCAYMAN CAYMAN I

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STONEHILL ADVISERS LLC

(Last) (First) (Middle)
885 THIRD AVE
30TH FL

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stonehill General Partner, LLC

(Last) (First) (Middle)
885 THIRD AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STONEHILL MASTER FUND LTD.

(Last) (First) (Middle)
885 THIRD AVENUE, 30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STONEHILL ADVISERS HOLDINGS LP

(Last) (First) (Middle)
885 THIRD AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
STONEHILL OFFSHORE HOLDINGS LLC

(Last) (First) (Middle)
885 THIRD AVENUE
30TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. These securities were held by Stonehill Instutitional Partners, L.P. ("Partners"). Stonehill General Partner, LLC ("GP") is the general partner of Partners. Stonehill Capital Management LLC ("Management") is the investment adviser to Partners. John Motulsky ("Motulsky"), Christopher Wilson ("Wilson"), Wayne Teetsel ("Teetsel"), Thomas Varkey ("Varkey"), Jonathan Sacks ("Sacks") and Peter Sisitsky ("Sisitsky") are the managing members of GP and Management.
2. These securities were held by Stonehill Master Fund Ltd. ("Master"), the sole investors of which are Stonehill Offshore Partners Limited ("Offshore"), Stonehill Offshore Holdings LLC ("Offshore Holdings") and GP. Management is the investment adviser to Master and to Offshore. Stonehill Advisers Holdings LP ("Advisers Holdings") is the sole member of Stonehill Advisers LLC ("Advisers"). Motulsky, Wilson, Teetsel, Varkey, Sacks and Sisitsky are the managing members of Offshore Holdings and the limited partners of Advisers Holdings. Management is the general partner of Advisers Holdings.
3. This Form 4 is being filed contemporaneously with another Form 4 relating to the same transactions. The additional Form 4 is required to accommodate the number of Reporting Persons, all of whom could not be reflected in a single filing. A comprehensive list of all Reporting Persons is available on Exhibit 1, attached hereto.
Remarks:
Exhibit List Exhibit 1 - Comprehensive List of Reporting Persons Exhibit 99 - Joint Filer Information Exhibit 24 - Power of Attorney
/s/ John Motulsky, a managing member, by his Attorney-in-Fact Mehrdad Mehrespand 03/27/2009
** 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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