SEC Form 4 · accession 0001209191-18-025403

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

Apr 16, 2018

Accepted (ET)

Apr 18, 2018 · 5:05 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 share^F1,F2,F3	Apr 16, 2018	X	196,660	—	A	4,224,479	I	IBP Holding Company
Common Stock, $0.01 par value per share^F1,F2,F3	Apr 16, 2018	J	196,660	—	D	4,027,819	I	IBP Holding Company
Common Stock, $0.01 par value per share^F1,F2,F4	Apr 16, 2018	X	167,540	—	A	3,108,422	I	Installed Building Systems, Inc.
Common Stock, $0.01 par value per share^F1,F2,F4	Apr 16, 2018	J	167,540	—	D	2,940,882	I	Installed Building Systems, Inc.
Common Stock, $0.01 par value per share	holding	—	—		—	538,807	D
Common Stock, $0.01 par value per share^F5	holding	—	—		—	72,496	I	Trust
Common Stock, $0.01 par value per share^F5	holding	—	—		—	72,496	I	Trust
Common Stock, $0.01 par value per share^F5	holding	—	—		—	72,496	I	Trust
Common Stock, $0.01 par value per share^F5	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)^F6,F3,F7	$32.00	Apr 16, 2018	X	1	D	—	—	Common Stock	196,660	0	I
Capped Call Option (right to buy)^F6,F4,F8	$32.00	Apr 16, 2018	X	1	D	—	—	Common Stock	167,540	0	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 December 9, 2016. Pursuant to the terms of the Call Option, which are further described in footnote 6, 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 the Issuer's common stock from the Call Option's exercise price of $32 per share.
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 $32 per share and was deemed for Section 16 purposes to have disposed common stock to the counterparty at $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.
F3The securities listed include 196,660 shares held directly by IBP Holding Company and 4,027,819 shares held directly by PJAM IBP Holdings, Inc. IBP Holding Company is the sole shareholder of PJAM IBP Holdings, Inc. The Reporting Persons (except IBP Holding Company) disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein.
F4These securities are held directly by Installed Building Systems, Inc. The Reporting Persons (except Installed Building Systems, Inc.) disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein.
F5The securities are held directly by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein.
F6The Call Option has a capped upside participation price to the applicable Reporting Person of $50 (the "Cap Price"). Upon cash settlement of the Call Option, the applicable 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 New York Stock Exchange at the expiration time on the valuations dates) and (B) the exercise price. The valuation dates consisted of the expiration date and the nineteen business days immediately preceding the expiration date.
F7The Call Option is a European-style call option that consisted of 196,660 shares that became exercisable and expired on April 16, 2018.
F8The Call Option is a European-style call option that consisted of 167,540 shares that became exercisable and expired on April 16, 2018.