SEC Form 4 · accession 0001209191-16-154689
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
Dec 9, 2016
Accepted (ET)
Dec 12, 2016 · 4:09 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001580905
Table I — non-derivative securities
No Table I lines on this filing.
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)F1,F2,F3,F5,F4 | $20.00 | Dec 9, 2016 | H | 1 | D | — | — | Common Stock | 196,660 | 0 | I |
| Capped Call Option (right to buy)F6,F2,F3,F5,F7 | $32.00 | Dec 9, 2016 | P | 1 | A | — | — | Common Stock | 196,660 | 1 | I |
| Capped Call (right to buy)F1,F2,F3,F9,F8 | $20.00 | Dec 9, 2016 | H | 1 | D | — | — | Common Stock | 167,540 | 0 | I |
| Capped Call (right to buy)F6,F2,F3,F9,F10 | $32.00 | Dec 9, 2016 | P | 1 | A | — | — | Common Stock | 167,540 | 1 | I |
Explanation of responses
- F1The Call Option has a capped upside participation price to the Reporting Person of $40 (the "Old Option Cap Price"). If there would have been cash settlement of the Call Option, the Reporting Person would have received 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 Old Option Cap Price and (ii) the reference price (which is the average weighted average price, per share, of the underlying shares as reported by the exchange at the expiration time on the expiration date) and (B) the exercise price. This Call Option is referred to as the "Old Call Option."
- F10The Call Option is a European-style call option that consists of 167,540 shares becoming exercisable and expiring on April 16, 2018.
- F2Prior to the opening of trading on the New York Stock Exchange on December 9, 2016, each of IBP Holding Company and Installed Building Systems, Inc. cancelled its Old Call Option and purchased its New Call Option (as defined below in footnote 6). The cancellation of the Old Call Option and the purchase of the New Call Option occurred simultaneously with respect to both IBP Holding Company and Installed Building Systems, Inc. (i.e., the four transactions with respect to which this footnote relates occurred simultaneously). The same person acts as the counterparty to both the Old Call Option and the New Call Option.
- F3IBP Holding Company received $3,325,521 for the cancellation of its Old Call Option. Installed Building Systems, Inc. received $2,833,101 for the cancellation of its Old Call Option. IBP Holding Company purchased its New Call Option for $2,054,744. Installed Building Systems, Inc. purchased its New Call Option for $1,750,492. Effectively, IBP Holding Company exchanged its Old Call Option for its New Call Option and $1,270,777 in cash and Installed Building Systems, Inc. exchanged its Old Call Option for its New Call Option and $1,082,609 in cash.
- F4The Call Option is a European-style call option that consists of 196,660 shares with 9,833 shares becoming exercisable and expiring on each of June 1, 2017; June 2, 2017; June 5, 2017; June 6, 2017; June 7, 2017; June 8, 2017; June 9, 2017; June 12, 2017; June 13, 2017; June 14, 2017; June 15, 2017; June 16, 2017; June 19, 2017; June 20, 2017; June 21, 2017; June 22, 2017; June 23, 2017; June 26, 2017; June 27, 2017; and June 28, 2017.
- F5The Call Option is held by IBP Holding Company. The Reporting Persons, other than IBP Holding Company, disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
- F6The Call Option has a capped upside participation price to the Reporting Person of $50 (the "Cap Price"). Upon cash settlement of the Call Option, the Reporting Person 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 of the closing prices of the underlying shares as reported by the exchange at the expiration time on the valuation dates) and (B) the exercise price. The valuation dates consist of the expiration date and the nineteen business days immediately preceding the expiration date, subject to adjustment. This Call Option is referred to as the "New Call Option."
- F7The Call Option is a European-style call option that consists of 196,660 shares becoming exercisable and expiring on April 16, 2018.
- F8The Call Option is a European-style call option that consists of 167,540 shares with 8,377 shares becoming exercisable and expiring on each of June 1, 2017; June 2, 2017; June 5, 2017; June 6, 2017; June 7, 2017; June 8, 2017; June 9, 2017; June 12, 2017; June 13, 2017; June 14, 2017; June 15, 2017; June 16, 2017; June 19, 2017; June 20, 2017; June 21, 2017; June 22, 2017; June 23, 2017; June 26, 2017; June 27, 2017; and June 28, 2017.
- F9The Call Option is held by Installed Building Systems, Inc. The Reporting Persons, other than Installed Building Systems, Inc., disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.