SEC Form 4 · accession 0000899243-17-026684
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
OAH Wind LLC
10% Owner
Onex Advisor Subco LLC
10% Owner
Onex American Holdings Subco LLC
10% Owner
New PCo II Investments, Ltd.
10% Owner
Onex Advisor Subco III LLC
10% Owner
BP EI II LLC
10% Owner
Period of report
Nov 14, 2017
Accepted (ET)
Nov 16, 2017 · 8:30 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 StockF4,F5,F6,F1,F2,F3 | Nov 14, 2017 | S | 10,865,042 | $32.7375 | D | 10,865,042 | D | |
| Common StockF7,F8,F9,F1,F2,F3 | Nov 14, 2017 | S | 481,073 | $32.7375 | D | 481,073 | D | |
| Common StockF10,F11,F1,F2,F3 | Nov 14, 2017 | S | 1,118,932 | $32.7375 | D | 1,118,932 | D | |
| Common StockF12,F13,F1,F2,F3 | Nov 16, 2017 | S | 7,586,315 | $32.7375 | D | 3,278,727 | D | |
| Common StockF14,F15,F1,F2,F3 | Nov 16, 2017 | S | 781,274 | $32.7375 | D | 337,658 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Onex Corporation, and Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) 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, (b) 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, (c) Onex American Holdings Subco 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 and (d) BP EI 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. Mr. Gerald W. Schwartz may be deemed to beneficially own the common stock held by (a) Onex Advisor Subco III LLC, through
- F10Represents 1,118,932 shares previously owned by Onex Advisor Subco III LLC and transferred to Onex Advisor Subco LLC as described in footnote (11) below.
- F11Represents 1,118,932 shares directly owned by Onex Advisor Subco LLC, which owns all of the equity of Onex Advisor Subco III LLC (and which was already a beneficial owner of the shares previously held by Onex Advisor Subco III LLC), transferred by Onex Advisor Subco III LLC to Onex Advisor Subco LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by Onex Advisor Subco LLC are reported as beneficially owned by each of Onex Advisor Subco LLC and Gerald W. Schwartz. As of November 14, 2017, Onex Advisor Subco III LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16.
- F12Represents 7,586,315 shares previously owned by Onex American Holdings Subco LLC and transferred to Onex Corporation, the ultimate parent of Onex American Holdings Subco LLC (and which was already a beneficial owner of such shares by virtue of its indirect ownership of Onex American Holdings Subco LLC), pursuant to an internal reorganization that took place on November 16, 2017. All of the shares owned by Onex Corporation are reported as beneficially owned by 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.
- F13Represents 3,278,727 shares directly owned by Onex American Holdings Subco LLC after the completion of the internal reorganizations that took place on November 14, 2017 and November 16, 2017. All of the shares owned by Onex American Holdings Subco LLC are reported as beneficially owned by each of Onex American Holdings Subco 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.
- F14Represents 781,274 shares previously owned by Onex Advisor Subco LLC and transferred to New PCo II Investments, Ltd., which owns all of the equity of Onex Advisor Subco LLC (and which was already a beneficial owner of such shares by virtue of its direct ownership of Onex Advisor Subco LLC), pursuant to an internal reorganization that took place on November 16, 2017. All of the shares owned by New PCo II Investments, Ltd. are reported as beneficially owned by each of New PCo II Investments, Ltd. and Gerald W. Schwartz.
- F15Represents 337,658 shares directly owned by Onex Advisor Subco LLC after the completion of the internal reorganizations that took place on November 14, 2017 and November 16, 2017. All of the shares owned by Onex Advisor Subco LLC are reported as beneficially owned by each of Onex Advisor Subco LLC, New PCo II Investments, Ltd. and Gerald W. Schwartz.
- F2(Continued from Footnote 1) Mr. Schwartz's indirect ownership or 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, (b) Onex Advisor Subco LLC, through Mr. Schwartz's indirect ownership or 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 and (c) New PCo II Investments Ltd., through Mr. Schwartz's indirect ownership or control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd.
- F3(Continued from Footnote 2) Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, indirectly 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.
- F4Represents 10,865,042 shares previously owned by OAH Wind LLC and transferred to Onex American Holdings Subco LLC as described in footnote (5) below.
- F5Represents 10,865,042 shares directly owned by Onex American Holdings Subco LLC, which owns all of the equity of OAH Wind LLC (and which was already a beneficial owner of the shares previously held by OAH Wind LLC), transferred by OAH Wind LLC to Onex American Holdings Subco LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by Onex American Holdings Subco LLC are reported as beneficially owned by each of Onex American Holdings Subco 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.
- F6(Continued from Footnote 5) As of November 14, 2017, OAH Wind LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16.
- F7Represents 481,073 shares previously owned by BP EI II LLC and transferred to BP EI LLC as described in footnote (8) below.
- F8Represents 481,073 shares directly owned by BP EI LLC, which owns all of the equity of BP EI II LLC (and which was already a beneficial owner of the shares previously held by BP EI II LLC), transferred by BP EI II LLC to BP EI LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by BP EI LLC are reported as beneficially owned by each of BP EI 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.
- F9(Continued from Footnote 8) As of November 14, 2017, BP EI II LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16.