SEC Form 4 · accession 0000950142-18-000958

PLY GEM HOLDINGS INC · PGEM

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

Reporting owner

Timothy D Johnson

Officer — SVP and General Counsel · 10% Owner

Period of report

Apr 12, 2018

Accepted (ET)

Apr 12, 2018 · 9:56 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	10,125	$21.64	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F2	$12.35	Apr 12, 2018	D	35,208	D	—	—	Common Stock	35,208	D
Employee Stock Option (Right to Buy)^F2	$12.35	Apr 12, 2018	D	45,333	D	—	—	Common Stock	45,333	D
Employee Stock Option (Right to Buy)^F2	$12.35	Apr 12, 2018	D	5,000	D	—	—	Common Stock	5,000	D
Employee Stock Option (Right to Buy)^F2	$13.40	Apr 12, 2018	D	5,000	D	—	—	Common Stock	5,000	D
Restricted Stock Units^F4,F3	—	Apr 12, 2018	D	5,267	D	—	—	Common Stock	5,267	D
Performance Units^F6,F5	—	Apr 12, 2018	D	5,267	D	—	—	Common Stock	5,267	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.
F2Pursuant 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.
F3Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
F4Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash.
F5Each Performance Unit ("PU") represents a contingent right to receive one Share.
F6Pursuant to the Merger Agreement, each PU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash.