SEC Form 4 · accession 0000950142-18-000952

PLY GEM HOLDINGS INC · PGEM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jeffrey T Barber

Director

Period of report

Apr 12, 2018

Accepted (ET)

Apr 12, 2018 · 9:50 am EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001284807

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Apr 12, 2018	D	28,552	$21.64	D	0	D
Common Stock^F2	Apr 12, 2018	D	4,110	$21.64	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Director Stock Option (Right to Buy)^F4	$12.35	Apr 12, 2018	D	16,190	D	—	—	Common Stock	16,190	0	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger, dated as of January 31, 2018 (the "Merger Agreement") by and among the Company, Pisces Midco, Inc., a Delaware corporation ("Parent") and Pisces Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on April 12, 2018, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $21.64 per share in cash without interest and less any applicable tax withholdings.
F2Such Shares represent unvested restricted Shares of the Company (each a "Restricted Share").
F3Pursuant to the Merger Agreement, each Restricted Share outstanding immediately prior to the consummation of the Merger will, automatically and without any required action on the part of the holder, vest and be canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash.
F4Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether or not then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $21.64 over (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $21.64 was $0.