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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* JLL Partners Fund IV, L.P. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 05/31/2013
	4. 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 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, par value $0.01 per share	05/31/2013		S(1)		1,650,000	D	$7.3625	12,651,096	D(2)

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

1. Name and Address of Reporting Person* JLL Partners Fund IV, L.P. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Associates IV, L.P. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* JLL Associates G.P. IV, L.L.C. (Last) (First) (Middle) 450 LEXINGTON AVE., 31ST FLOOR (Street) NEW YORK NY 10017 (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. On May 31, 2013, JLL Partners Fund IV, L.P. ("JLL Fund IV") consummated the sale of 1,650,000 shares of common stock, par value $0.01 per share (the "Common Stock"), of PGT, Inc. (the "Company") pursuant to the exercise of an option granted to certain underwriters in connection with an underwritten secondary offering pursuant to the Company's shelf registration statement filed with the Securities and Exchange Commission on March 22, 2013.

2. This report is filed jointly by JLL Fund IV, JLL Associates IV, L.P. and JLL Associates G.P. IV, L.L.C (together, the "Reporting Persons"). JLL Fund IV is the direct beneficial owner of 12,651,096 shares of common stock of the Company. JLL Associates IV, L.P. is the general partner of JLL Fund IV, and JLL Associates G.P. IV, L.L.C. is the general partner of JLL Associates IV, L.P. Each Reporting Person other than JLL Fund IV may be deemed to be the indirect beneficial owners of 12,651,096 shares of common stock of the Company; however, each such Reporting Person disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Remarks:

	By JLL Associates IV, L.P., General Partner By JLL Associates G.P. IV, L.L.C., its General Partner /s/ Paul S. Levy Managing Member of JLL Associates G.P. IV, L.L.C	06/03/2013
	/s/ Paul S. Levy, Managing Member of JLL Associates G.P. IV, L.L.C.	06/03/2013
	/s/ Paul S. Levy, Managing Member	06/03/2013
	** Signature of Reporting Person	Date
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