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