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*
ISEMAN FREDERICK J

(Last) (First) (Middle)
C/O CI CAPITAL PARTNERS LLC
500 PARK AVENUE, 8TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PLY GEM HOLDINGS INC [ PGEM ]
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)
08/26/2014
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)
Code V Amount (A) or (D) Price
Common stock 08/26/2014 P 540 A $11.06 (1) 540 D
Common stock 08/27/2014 P 24,460 A $11.33 (2) 25,000 D
Common stock 9,985,631 (3) I See footnote (4)
Common stock 35,709,612 (3) I See footnote (5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $11.05 to $11.07, inclusive. Mr. Iseman (the "Reporting Person") undertakes to provide to Ply Gem Holdings, Inc., any security holder of Ply Gem Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote (1) to this Form 4.
2. The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $11.08 to $11.36, inclusive. The Reporting Person undertakes to provide to Ply Gem Holdings, Inc., any security holder of Ply Gem Holdings, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the range set forth in this footnote (2) to this Form 4.
3. Represents shares of common stock of Ply Gem Holdings, Inc. (the "Issuer") beneficially owned as a result of the Agreement and Plan of Merger, dated as of May 22, 2013, by and between Ply Gem Prime Holdings, Inc. and the Issuer. Rajaconda Holdings, Inc. (the "CI General Partner") is the sole general partner of Caxton-Iseman (Ply Gem), L.P. ("CI Partnership I") and Caxton-Iseman (Ply Gem) II, L.P. ("CI Partnership II" and, together with CI Partnership I, the "CI Partnerships"). The CI General Partner is wholly owned by FJI Gloucester LLC, which is wholly owned and controlled by the Reporting Person. The Reporting Person's pecuniary interest in the securities held by the CI Partnerships is limited to his percentage interest in the CI Partnerships' interests in such securities.
4. By CI Partnership I.
5. By CI Partnership II.
/s/ Frederick J. Iseman 08/28/2014
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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