SEC Form 4 · accession 0001209191-16-129122
Installed Building Products, Inc. · IBP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Jeffrey W. Edwards
Officer — President, CEO and Chairman · Director · 10% Owner
Installed Building Systems, Inc.
Director · 10% Owner · Other
IBP Holding Co
Director · 10% Owner · Other
Period of report
Jun 17, 2016
Accepted (ET)
Jun 21, 2016 · 6:19 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001580905
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par value per shareF1,F2,F3 | Jun 17, 2016 | X | 18,457 | — | A | 18,457 | I | IBP Holding Company |
| Common Stock, $0.01 par value per shareF1,F2,F3 | Jun 17, 2016 | J | 18,457 | — | D | 0 | I | IBP Holding Company |
| Common Stock, $0.01 par value per shareF1,F2,F4 | Jun 17, 2016 | X | 15,723 | — | A | 3,556,605 | I | Installed Building Systems, Inc. |
| Common Stock, $0.01 par value per shareF1,F2,F4 | Jun 17, 2016 | J | 15,723 | — | D | 3,540,882 | I | Installed Building Systems, Inc. |
| Common Stock, $0.01 par value per shareF1,F2,F3 | Jun 20, 2016 | X | 18,457 | — | A | 18,457 | I | IBP Holding Company |
| Common Stock, $0.01 par value per shareF1,F2,F3 | Jun 20, 2016 | J | 18,457 | — | D | 0 | I | IBP Holding Company |
| Common Stock, $0.01 par value per shareF1,F2,F4 | Jun 20, 2016 | X | 15,723 | — | A | 3,556,605 | I | Installed Building Systems, Inc. |
| Common Stock, $0.01 par value per shareF1,F2,F4 | Jun 20, 2016 | J | 15,723 | — | D | 3,540,882 | I | Installed Building Systems, Inc. |
| Common Stock, $0.01 par value per shareF1,F2,F3 | Jun 21, 2016 | X | 18,457 | — | A | 18,457 | I | IBP Holding Company |
| Common Stock, $0.01 par value per shareF1,F2,F3 | Jun 21, 2016 | J | 18,457 | — | D | 0 | I | IBP Holding Company |
| Common Stock, $0.01 par value per shareF1,F2,F4 | Jun 21, 2016 | X | 15,723 | — | A | 3,556,605 | I | Installed Building Systems, Inc. |
| Common Stock, $0.01 par value per shareF1,F2,F4 | Jun 21, 2016 | J | 15,723 | — | D | 3,540,882 | I | Installed Building Systems, Inc. |
| Common Stock, $0.01 par value per share | holding | — | — | — | 472,534 | D | ||
| Common Stock, $0.01 par value per shareF5 | holding | — | — | — | 4,227,819 | I | PJAM IBP Holdings, Inc. | |
| Common Stock, $0.01 par value per shareF6 | holding | — | — | — | 72,496 | I | Trust | |
| Common Stock, $0.01 par value per shareF7 | holding | — | — | — | 72,496 | I | Trust | |
| Common Stock, $0.01 par value per shareF8 | holding | — | — | — | 72,496 | I | Trust | |
| Common Stock, $0.01 par value per shareF9 | holding | — | — | — | 72,496 | I | Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Capped Call Option (Right to Buy)F10,F11,F3 | $20.00 | Jun 17, 2016 | X | 1 | D | — | — | Common Stock | 18,457 | 1 | I |
| Capped Call Option (Right to Buy)F10,F12,F4 | $20.00 | Jun 17, 2016 | X | 1 | D | — | — | Common Stock | 15,723 | 1 | I |
| Capped Call Option (right to buy)F10,F11,F3 | $20.00 | Jun 20, 2016 | X | 1 | D | — | — | Common Stock | 18,457 | 1 | I |
| Capped Call Option (right to buy)F10,F12,F4 | $20.00 | Jun 20, 2016 | X | 1 | D | — | — | Common Stock | 15,723 | 1 | I |
| Capped Call Option (right to buy)F10,F11,F3 | $20.00 | Jun 21, 2016 | X | 1 | D | — | — | Common Stock | 18,457 | 1 | I |
| Capped Call Option (right to buy)F10,F12,F4 | $20.00 | Jun 21, 2016 | X | 1 | D | — | — | Common Stock | 15,723 | 1 | I |
Explanation of responses
- F1Represents the automatic exercise and settlement of a cash-settled Call Option. Since the Call Option is cash-settled, the applicable Reporting Person did not acquire, dispose or otherwise transact in any shares of common stock. The applicable Reporting Person entered into the Call Option on June 12, 2014. Pursuant to the terms of the Call Option, which are further described in footnote 10, the counterparty to the Call Option paid to the applicable Reporting Person an amount in cash upon settlement. The amount paid in cash reflects the increase in the price per share of Issuer's common stock from the Call Option's exercise price of $20 per share.
- F10The Call Option has a capped upside participation price to the holder of $32.50 (the "Cap Price"). Upon cash settlement of the Call Option, the holder could receive an amount equal to the product of (1) number of shares underlying the Call Option multiplied by (2) the difference between (A) the lower of (i) the Cap Price and (ii) the reference price (which is the average weighted average price, per share, of the underlying shares as reported by the New York Stock Exchange at the expiration time on the expiration date) and (B) the exercise price.
- F11The Call Option is a European-style call option that consists of 369,140 shares with 18,457 shares becoming exercisable and expiring on each of June 1, 2016; June 2, 2016; June 3, 2016; June 6, 2016; June 7, 2016; June 8, 2016; June 9, 2016; June 10, 2016; June 13, 2016; June 14, 2016; June 15, 2016; June 16, 2016; June 17, 2016; June 20, 2016; June 21, 2016; June 22, 2016; June 23, 2016; June 24, 2016; June 27, 2016; and June 28, 2016.
- F12The Call Option is a European-style call option that consists of 314,460 shares with 15,723 shares becoming exercisable and expiring on each of June 1, 2016; June 2, 2016; June 3, 2016; June 6, 2016; June 7, 2016; June 8, 2016; June 9, 2016; June 10, 2016; June 13, 2016; June 14, 2016; June 15, 2016; June 16, 2016; June 17, 2016; June 20, 2016; June 21, 2016; June 22, 2016; June 23, 2016; June 24, 2016; June 27, 2016; and June 28, 2016.
- F2Pursuant to Section 16 of the Securities Exchange Act of 1934, the applicable Reporting Person was deemed for Section 16 purposes to have acquired common stock upon exercise at $20 per share and was deemed for Section 16 purposes to have disposed common stock to the counterparty at $32.50 per share, which represents the capped upside participation price of the Call Option to the applicable Reporting Person. However, because the Call Option was cash-settled, the applicable Reporting Person did not actually acquire, dispose or otherwise transact in any shares of common stock.
- F3These securities are held directly by IBP Holding Company. Mr. Edwards and Installed Building Systems, Inc. disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein.
- F4These securities are held directly by Installed Building Systems, Inc. Mr. Edwards and IBP Holding Company disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein.
- F5These securities are held directly by PJAM IBP Holdings, Inc. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein.
- F6The securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein.
- F7The securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein.
- F8The securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein.
- F9The securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein.