0001181431-13-029946.txt : 20130522 0001181431-13-029946.hdr.sgml : 20130522 20130522204543 ACCESSION NUMBER: 0001181431-13-029946 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130522 FILED AS OF DATE: 20130522 DATE AS OF CHANGE: 20130522 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morstad Lynn CENTRAL INDEX KEY: 0001576919 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35930 FILM NUMBER: 13866485 MAIL ADDRESS: STREET 1: 5020 WESTON PARKWAY, SUITE 400 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 3 1 rrd380449.xml FORM 3 X0206 3 2013-05-22 0 0001284807 PLY GEM HOLDINGS INC PGEM 0001576919 Morstad Lynn C/O PLY GEM HOLDINGS, INC. 5020 WESTON PARKWAY, SUITE 400 CARY NC 27513 0 1 1 0 Pres., U.S. Windows and Doors Common stock 372827 D Employee stock option (right to buy) 12.35 2018-10-01 Common stock 25017 D Employee stock option (right to buy) 12.35 2018-12-05 Common stock 77714 D 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 (the "Merger Agreement"), by and between Ply Gem Prime Holdings, Inc. and the Issuer. The option vests in five equal annual installments beginning on October 1, 2009. Represents options beneficially owned as a result of the Merger Agreement. The option vests in five equal annual installments beginning on December 5, 2009. Exhibit 24.1: Power of Attorney /s/ Lynn Morstad 2013-05-22 EX-24.1 2 rrd342019_387027.htm POWER OF ATTORNEY rrd342019_387027.html 
                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints each of the following officers of Ply Gem Holdings, Inc. (the
"Company"):

        (i) General Counsel,

        (ii) Chief Financial Officer,

        (iii) Chief Executive Officer,

        (iv) Senior Legal Counsel, and

        (v) Controller

signing singly, and with full power of substitution, the undersigned's true and
lawful attorney-in-fact to:

        (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer and/or director of the Company, Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended, and the rules thereunder (the "Exchange Act");

        (2) do and perform any and all acts for and on behalf of the undersigned
that may be necessary or desirable to complete and execute any such Form 3, 4,
or 5 and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

        (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney revokes all other powers of
attorney that the undersigned has previously granted concerning the matters
described herein.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 22nd day of May, 2013.

                                        /s/ Lynn Morstad
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                                        Signature

                                        Lynn Morstad
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                                        Print Name