SEC Form 3 · accession 0001209191-18-059910
NCI BUILDING SYSTEMS INC · NCS
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Nov 16, 2018
Accepted (ET)
Nov 26, 2018 · 2:21 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000883902
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.01 par valueF1,F2 | holding | — | — | — | 39,128,929 | I | By affiliate |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F139,128,929 shares of common stock, par value $0.01 per share (the "Common Shares"), of the Issuer were issued to CD&R Pisces Holdings, L.P. ("CD&R Holdings") on November 16, 2018 in a single issuance by the Issuer upon consummation of a merger transaction pursuant to which Ply Gem Parent, LLC ("Ply Gem") merged with and into the Issuer, with the Issuer continuing its existence as a corporation organized under the laws of the State of Delaware.
- F2CD&R Investment Associates X, Ltd. ("CD&R Holdings GP"), as the general partner of CD&R Holdings, may be deemed to beneficially own the Common Shares of which CD&R Holdings has beneficial ownership as shown in Table 1 of this Form 3. CD&R Holdings GP expressly disclaims beneficial ownership of such Common Shares. Investment and voting decisions with respect to the Common Shares held by CD&R Holdings or CD&R Holdings GP are made by an investment committee comprised of more than ten investment professionals of Clayton, Dubilier & Rice, LLC (the "Investment Committee"). All members of the Investment Committee also expressly disclaim beneficial ownership of the Common Shares of which CD&R Holdings has beneficial ownership as shown in Table 1 of this Form 3.