SEC Form 3 · accession 0000899243-18-029590

NCI BUILDING SYSTEMS INC · NCS

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Shares are directly held by AIC Finance Partnership, L.P. ("AIC"). Each of Golden Gate Capital Opportunity Fund, L.P. ("GGCOF"), Golden Gate Capital Opportunity Fund-A, L.P. ("GGCOF-A"), GGCOF Co-Invest, L.P. ("GGCOF Co-Invest"), GGCOF Co-Invest IRA, L.P. ("IRA Co-Invest") and GGCOF Executive Co-Invest, L.P. ("Executive Co-Invest" and, together with GGCOF, GGCOF-A, GGCOF Co-Invest and IRA Co-Invest, the "Funds") have an indirect pecuniary interest in AIC. GGCOF Co-Invest Management, L.P. ("GGCOF Third Party Co-Invest") is the general partner of each of GGCOF Co-Invest, IRA Co-Invest and Executive Co-Invest. GGC Opportunity Fund Management, L.P. ("Management GP") is the general partner of each of GGCOF, GGCOF-A and GGCOF Third Party Co-Invest, and GGC Opportunity Fund Management GP, Ltd.
• F2(Continued from Footnote 1) ("Ultimate GP") is the general partner of Management GP. Ultimate GP is governed by its board of directors. Each of the Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
• F3Shares are directly held by Atrium Intermediate Holdings, LLC ("Atrium Intermediate"). Atrium Window Holdings, LLC ("Atrium Holdings") and Atrium Window Parent, LLC ("Atrium Parent") are the members of Atrium Intermediate. Atrium Parent is the controlling unitholder of Atrium Holdings. GGC Atrium Window Holdings, LLC ("GGC Atrium') is the controlling unitholder of Atrium Parent. GGC BP Holdings, LLC ("GGC BP") is the controlling unitholder of GGC Atrium. The Funds collectively hold all of the equity interests of GGC BP. Each of Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
• F4Shares are directly held by GGC BP. Each of the Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
• F5On July 17, 2018, NCI Building Systems, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ply Gem Parent, LLC a Delaware limited liability company ("Ply Gem"), and for certain limited purposes set forth in the Merger Agreement, Clayton, Dubilier & Rice, LLC, a Delaware limited liability company.. Pursuant to the terms of the Merger Agreement, at the closing of the merger, Ply Gem was merged with and into the Issuer with the Issuer continuing its existence as a corporation organized under the laws of the State of Delaware (the "Merger"). As consideration to the holders ("Holders") of Ply Gem's LLC interests (the "LLC Interests") as of immediately prior to the closing of the Merger, at the closing of the Merger, the LLC Interests were converted into the right of the Holders to receive, in the aggregate with respect to all such interests, 58,709,067 shares of Common Stock (collectively, the "Aggregate Merger Consideration"),
• F6(Continued from Footnote 5) with each Holder being entitled to receive its pro rata share of the Aggregate Merger Consideration (the "Stock Issuance"). Each of Atrium Intermediate and GGC BP were Holders prior to the Merger. Pursuant to the terms of the Merger Agreement, following a Special Meeting of the Issuer's shareholders held on November 15, 2018, the Issuer's shareholders approved (i) the Merger Agreement and (ii) and the Stock Issuance. The Merger was consummated on November 16, 2018.

Remarks

Exhibit 24 - Power of Attorney Form 2 of 2.