0000950142-18-000952.txt : 20180412 0000950142-18-000952.hdr.sgml : 20180412 20180412095029 ACCESSION NUMBER: 0000950142-18-000952 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180412 FILED AS OF DATE: 20180412 DATE AS OF CHANGE: 20180412 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Barber Jeffrey T CENTRAL INDEX KEY: 0001501533 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35930 FILM NUMBER: 18751309 MAIL ADDRESS: STREET 1: 6501 WESTON PARKWAY, SUITE 200 CITY: CARY STATE: NC ZIP: 27513 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PLY GEM HOLDINGS INC CENTRAL INDEX KEY: 0001284807 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 200645710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5020 WESTON PARKWAY STREET 2: SUITE 400 CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: 919-677-3900 MAIL ADDRESS: STREET 1: 5020 WESTON PARKWAY STREET 2: SUITE 400 CITY: CARY STATE: NC ZIP: 27513 4 1 es1800574_4-barber.xml OWNERSHIP DOCUMENT X0306 4 2018-04-12 1 0001284807 PLY GEM HOLDINGS INC PGEM 0001501533 Barber Jeffrey T C/O PLY GEM HOLDINGS, INC. 5020 WESTON PARKWAY, SUITE 400 CARY NC 27513 1 0 0 0 Common Stock 2018-04-12 4 D 0 28552 21.64 D 0 D Common Stock 2018-04-12 4 D 0 4110 21.64 D 0 D Director Stock Option (Right to Buy) 12.35 2018-04-12 4 D 0 16190 D Common Stock 16190 0 D Pursuant to the Agreement and Plan of Merger, dated as of January 31, 2018 (the "Merger Agreement") by and among the Company, Pisces Midco, Inc., a Delaware corporation ("Parent") and Pisces Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on April 12, 2018, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $21.64 per share in cash without interest and less any applicable tax withholdings. Such Shares represent unvested restricted Shares of the Company (each a "Restricted Share"). Pursuant to the Merger Agreement, each Restricted Share outstanding immediately prior to the consummation of the Merger will, automatically and without any required action on the part of the holder, vest and be canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash. Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether or not then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $21.64 over (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $21.64 was $0. /s/ Timothy D. Johnson, attorney-in-fact 2018-04-12