SEC Form 4 · accession 0000950142-18-000964
PLY GEM HOLDINGS INC · PGEM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Janice E Stipp
Director
Period of report
Apr 12, 2018
Accepted (ET)
Apr 12, 2018 · 10:03 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 | 22,497 | $21.64 | D | 0 | D | |
| Common StockF2 | Apr 12, 2018 | D | 4,110 | $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.
- 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.