SEC Form 4 · accession 0000950142-18-000957
PLY GEM HOLDINGS INC · PGEM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Frederick J Iseman
Director · 10% Owner
Rajaconda Holdings, Inc.
10% Owner
FJI Gloucester LLC
10% Owner
Period of report
Apr 12, 2018
Accepted (ET)
Apr 12, 2018 · 9:54 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 StockF3 | Apr 12, 2018 | D | 9,985,631 | $21.64 | D | 0 | I | See Footnote |
| Common StockF4 | Apr 12, 2018 | D | 35,709,612 | $21.64 | D | 0 | I | See Footnote |
| Common StockF5 | Apr 12, 2018 | D | 25,000 | $21.64 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
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.
- F2Rajaconda Holdings, Inc. (the "CI General Partner") is the sole general partner of Caxton-Iseman (Ply Gem), L.P. ("CI Partnership I") and Caxton-Iseman (Ply Gem) II, L.P. ("CI Partnership II" and, together with CI Partnership I, the "CI Partnerships"). The CI General Partner is wholly owned by FJI Gloucester LLC, which is wholly owned and controlled by Mr. Iseman (together, the "Reporting Persons"). Each of the Reporting Person's pecuniary interest in the securities held by the CI Partnerships is limited to their percentage interest in the CI Partnerships' interests in such securities.
- F3By CI Partnership I.
- F4By CI Partnership II.
- F5By Frederick J. Iseman.
Remarks
The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended.