SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

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. Date of Event Requiring Statement (Month/Day/Year) 05/22/2013	3. Issuer Name and Ticker or Trading Symbol PLY GEM HOLDINGS INC [ PGEM ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	9,985,631(1)	I	See Footnote(2)
Common stock	35,709,612(1)	I	See Footnote(3)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* FJI Gloucester LLC (Last) (First) (Middle) C/O CI CAPITAL PARTNERS LLC 500 PARK AVENUE, 8TH FLOOR (Street) NEW YORK NY 10022 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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 Mr. Iseman (together, the "Reporting Persons"). Each of the Reporting Person's pecuniary interest in the securities held by the CI Partnerships is limited to their percentage interest in the CI Partnerships' interests in such securities.

2. By CI Partnership I.

3. By CI Partnership II.

Remarks:

The Reporting Persons are jointly filing this Form 3 pursuant to Rule 16a-3(j) under the Securities Exchange Act of 1934, as amended.

	/s/ Frederick J. Iseman	05/22/2013
	/s/ Frederick J. Iseman, Manager, FJI Gloucester LLC	05/22/2013
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.