SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEVY PAUL S

(Last)

(First)

(Middle)

C/O JLL PARTNERS, INC.

450 LEXINGTON AVE., 31ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PGT, Inc. [ PGTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	08/07/2008		X		3,615,944⁽¹⁾	A	$4.2	18,079,720	I⁽²⁾	By JLL Partners Fund IV, L.P.

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$4.2	08/07/2008		X			3,615,944⁽³⁾	08/06/2008	09/04/2008	Common Stock	3,615,944	$0.00	0	I⁽²⁾	By JLL Partners Fund IV, L.P.

Explanation of Responses:

1. These shares of common stock, par value $0.01 per share, of PGT, Inc. (the "Company") were purchased by JLL Partners Fund IV, L.P. upon exercise of subscription rights issued to holders of the Company's common stock as of the close of business on August 4, 2008, to purchase shares of the Company's common stock at a subscription price of $4.20 per share (the "Rights Offering") under its basic subscription privilege in the Rights Offering. Pursuant to the over-subscription privilege in the Rights Offering, JLL Partners Fund IV, L.P. may acquire additional shares of the Company's common stock in the Rights Offering at the same subscription price on a pro rata basis if any shares of the Company's common stock are not purchased by other stockholders as of the expiration of the Rights Offering. As a result, the number of subscription rights exercised and shares of common stock acquired by JLL Partners Fund IV, L.P. may increase.

2. JLL Partners Fund IV, L.P. is the direct record and beneficial owner of 18,079,720 shares of common stock of the Company. Mr. Levy is the managing member of JLL Associates G.P. IV, L.L.C., which is the general partner of JLL Associates IV, L.P., which in turn is the general partner of JLL Partners Fund IV, L.P. As a result, Mr. Levy may be deemed to be the indirect beneficial owner of 18,079,720 shares of the Company's common stock owned by JLL Partners Fund IV, L.P. and to have shared voting or investment power over the shares of common stock owned by JLL Partners Fund IV, L.P. Mr. Levy has a pecuniary interest in only a portion of the shares set forth herein.

3. These subscription rights were exercised by JLL Partners Fund IV, L.P. under its basic subscription privilege in the Rights Offering as described above in Note 1.

Remarks:

	/s/ Paul S. Levy	08/11/2008
	** Signature of Reporting Person	Date
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