SEC Form 4 · accession 0000899243-17-002811
JELD-WEN Holding, Inc. · JELD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owners
ONEX CORP
10% Owner
Gerald W Schwartz
10% Owner
Onex US Principals LP
10% Owner
OAH Wind LLC
10% Owner
ONEX PARTNERS III LP
10% Owner
ONEX PARTNERS III PV LP
10% Owner
Onex Partners III GP LP
10% Owner
ONEX BP CO-INVEST LP
10% Owner
Onex Advisor Subco III LLC
10% Owner
BP EI II LLC
10% Owner
Period of report
Feb 1, 2017
Accepted (ET)
Feb 3, 2017 · 8:38 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001674335
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F5,F2,F3,F4 | Feb 1, 2017 | C | 39,634,015 | — | A | 42,764,371 | D | |
| Common StockF1,F6,F2,F3,F4 | Feb 1, 2017 | C | 5,357,600 | — | A | 5,780,447 | D | |
| Common StockF1,F7,F2,F3,F4 | Feb 1, 2017 | C | 1,056,438 | — | A | 1,131,251 | D | |
| Common StockF1,F8,F2,F3,F4 | Feb 1, 2017 | C | 530,921 | — | A | 573,070 | D | |
| Common StockF1,F9,F2,F3,F4 | Feb 1, 2017 | C | 505,398 | — | A | 545,315 | D | |
| Common StockF1,F10,F2,F3,F4 | Feb 1, 2017 | C | 14,803,140 | — | A | 15,979,880 | D | |
| Common StockF1,F11,F2,F3,F4 | Feb 1, 2017 | C | 655,441 | — | A | 707,543 | D | |
| Common StockF1,F12,F2,F3,F4 | Feb 1, 2017 | C | 127,605 | — | A | 137,683 | D | |
| Common StockF1,F13,F2,F3,F4 | Feb 1, 2017 | C | 1,524,464 | — | A | 1,645,682 | D | |
| Common StockF14,F15,F2,F3,F4 | Feb 1, 2017 | S | 6,477,273 | $21.5625 | D | 62,787,969 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Each share of Series A-1, Series A-2 and Series A-3 of the Series A Preferred Stock was converted into 1.567086, 1.416214 and 1.140649 shares of common stock, respectively. In each case, 78.5%, 5.0% and 16.5% of the reported shares of common stock represent the shares issued upon conversion of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock, respectively.
- F10Represents shares directly owned by OAH Wind LLC. All of the shares owned by OAH Wind LLC are reported as beneficially owned by each of OAH Wind LLC, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F11Represents shares directly owned by BP EI II LLC. All of the shares owned by BP EI II LLC are reported as beneficially owned by each of BP EI II LLC, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F12Represents shares directly owned by Onex Partners III Select LP. All of the shares owned by Onex Partners III Select LP are reported as beneficially owned by each of Onex Partners III Select LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F13Represents shares directly owned by Onex Advisor Subco III LLC. All of the shares owned by Onex Advisor Subco III LLC are reported as beneficially owned by Gerald W. Schwartz.
- F14Comprised of: (i) 3,999,069 shares of common stock sold directly by Onex Partners III LP; (ii) 540,553 shares of common stock sold directly by Onex BP Co-Invest LP; (iii) 105,788 shares of common stock sold directly by Onex Partners III GP LP; (iv) 53,590 shares of common stock sold directly by Onex US Principals LP; (v) 50,995 shares of common stock sold directly by Onex Partners III PV LP; (vi) 1,494,343 shares of common stock sold directly by OAH Wind LLC; (vii) 66,165 shares of common stock sold directly by BP EI II LLC; (viii) 12,875 shares of common stock sold directly by Onex Partners III Select LP; and (ix) 153,895 shares of common stock sold directly by Onex Advisor Subco III LLC. The shares of common stock were sold pursuant to the Underwriting Agreement, dated January 27, 2017, entered into in connection with the Issuer's initial public offering.
- F15Comprised of: (i) 38,765,302 shares of common stock held directly by Onex Partners III LP; (ii) 5,239,894 shares of common stock held directly by Onex BP Co-Invest LP; (iii) 1,025,463 shares of common stock held directly by Onex Partners III GP LP; (iv) 519,480 shares of common stock held directly by Onex US Principals LP; (v) 494,320 shares of common stock held directly by Onex Partners III PV LP; (vi) 14,485,537 shares of common stock held directly by OAH Wind LLC; (vii) 641,378 shares of common stock held directly by BP EI II LLC; (viii) 124,808 shares of common stock held directly by Onex Partners III Select LP; and (ix) 1,491,787 shares of common stock held directly by Onex Advisor Subco III LLC.
- F2Onex Corporation, and Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporation's ownership of all of the common stock of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III LP, (b) Onex BP Co-Invest LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex BP Co-Invest LP, (c) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (d) Onex US Principals LP, through Onex Corporation's ownership of all of the common stock of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,
- F3(continued from footnote 2) (e) Onex Partners III PV LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (f) OAH Wind LLC, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings Subco LLC, which owns all of the equity of OAH Wind LLC, (g) BP EI II LLC, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of BP EI LLC, which owns all of the equity of BP EI II LLC, and (h) Onex Partners III Select LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP,
- F4(continued from footnote 3) the general partner of Onex Partners III Select LP. Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by Onex Advisor Subco III LLC, through Mr. Schwartz's control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd., which owns all of the equity of Onex Advisor Subco LLC, which owns all of the equity of Onex Advisor Subco III LLC. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
- F5Represents shares directly owned by Onex Partners III LP. All of the shares owned by Onex Partners III LP are reported as beneficially owned by each of Onex Partners III LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F6Represents shares directly owned by Onex BP Co-Invest LP. All of the shares owned by Onex BP Co-Invest LP are reported as beneficially owned by each of Onex BP Co-Invest LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F7Represents shares directly owned by Onex Partners III GP LP. All of the shares owned by Onex Partners III GP LP are reported as beneficially owned by each of Onex Partners III GP LP, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F8Represents shares directly owned by Onex US Principals LP. All of the shares owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- F9Represents shares directly owned by Onex Partners III PV LP. All of the shares owned by Onex Partners III PV LP are reported as beneficially owned by each of Onex Partners III PV LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.