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 Associates G.P. IV, L.L.C. (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 10% Owner Officer (give title below) X Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 01/15/2014
	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	01/15/2014		J(1)		1,334,700	D	$0.00(1)	0	I(2)	See footnotes(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 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 10% Owner Officer (give title below) X Other (specify below) See Remarks

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 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)

Explanation of Responses:

1. On January 15, 2014, JLL Associates IV, L.P. effected a pro-rata, in-kind distribution for no additional consideration of 1,334,700 shares of the common stock of PGT, Inc. (the "Company") theretofore owned by JLL Associates IV, L.P. to its partners.

2. This report is filed jointly by JLL Partners Fund IV, L.P., JLL Associates IV, L.P. and JLL Associates G.P. IV, L.L.C. (together, the "Reporting Persons"). None of the Reporting Persons directly or beneficially owns any shares of common stock of the Company.

Remarks:

Paul S. Levy, a director of the Company, is the managing member of JLL Associates G.P. IV, L.L.C. JLL Associates G.P. IV, L.L.C. is the general partner of JLL Associates IV, L.P., which is the general partner of JLL Partners Fund IV, L.P. On the basis of the relationship between Mr. Levy and the Reporting Persons, each Reporting Person may be deemed a director of the Company by deputization.

	/s/ Paul S. Levy, Managing Member	01/16/2014
	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.	01/16/2014
	By JLL Associates IV, L.P., its 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.	01/16/2014
	** Signature of Reporting Person	Date
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