0001209191-18-025403.txt : 20180418 0001209191-18-025403.hdr.sgml : 20180418 20180418170554 ACCESSION NUMBER: 0001209191-18-025403 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180416 FILED AS OF DATE: 20180418 DATE AS OF CHANGE: 20180418 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards Jeffrey W. CENTRAL INDEX KEY: 0001598688 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36307 FILM NUMBER: 18761766 MAIL ADDRESS: STREET 1: C/O INSTALLED BUILDING PRODUCTS, INC. STREET 2: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Installed Building Systems, Inc. CENTRAL INDEX KEY: 0001609975 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36307 FILM NUMBER: 18761765 BUSINESS ADDRESS: STREET 1: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: (614) 221-3399 MAIL ADDRESS: STREET 1: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IBP Holding Co CENTRAL INDEX KEY: 0001610199 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36307 FILM NUMBER: 18761764 BUSINESS ADDRESS: STREET 1: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: (614) 221-3399 MAIL ADDRESS: STREET 1: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Installed Building Products, Inc. CENTRAL INDEX KEY: 0001580905 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 453707650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 614-221-3399 MAIL ADDRESS: STREET 1: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-04-16 0 0001580905 Installed Building Products, Inc. IBP 0001598688 Edwards Jeffrey W. C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS OH 43215 1 1 1 0 President, CEO and Chairman 0001609975 Installed Building Systems, Inc. C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS OH 43215 1 0 1 1 Director by Deputization 0001610199 IBP Holding Co C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS OH 43215 1 0 1 1 Director by Deputization Common Stock, $0.01 par value per share 2018-04-16 4 X 0 196660 A 4224479 I IBP Holding Company Common Stock, $0.01 par value per share 2018-04-16 4 J 0 196660 D 4027819 I IBP Holding Company Common Stock, $0.01 par value per share 2018-04-16 4 X 0 167540 A 3108422 I Installed Building Systems, Inc. Common Stock, $0.01 par value per share 2018-04-16 4 J 0 167540 D 2940882 I Installed Building Systems, Inc. Common Stock, $0.01 par value per share 538807 D Common Stock, $0.01 par value per share 72496 I Trust Common Stock, $0.01 par value per share 72496 I Trust Common Stock, $0.01 par value per share 72496 I Trust Common Stock, $0.01 par value per share 72496 I Trust Capped Call Option (right to buy) 32.00 2018-04-16 4 X 0 1 0.00 D Common Stock 196660 0 I IBP Holding Company Capped Call Option (right to buy) 32.00 2018-04-16 4 X 0 1 0.00 D Common Stock 167540 0 I Installed Building Systems, Inc. Represents the automatic exercise and settlement of a cash-settled Call Option. Since the Call Option is cash-settled, the applicable Reporting Person did not acquire, dispose or otherwise transact in any shares of common stock. The applicable Reporting Person entered into the Call Option on December 9, 2016. Pursuant to the terms of the Call Option, which are further described in footnote 6, the counterparty to the Call Option paid to the applicable Reporting Person an amount in cash upon settlement. The amount paid in cash reflects the increase in the price per share of the Issuer's common stock from the Call Option's exercise price of $32 per share. Pursuant to Section 16 of the Securities Exchange Act of 1934, the applicable Reporting Person was deemed for Section 16 purposes to have acquired common stock upon exercise at $32 per share and was deemed for Section 16 purposes to have disposed common stock to the counterparty at $50 per share, which represents the capped upside participation price of the Call Option to the applicable Reporting Person. However, because the Call Option was cash-settled, the applicable Reporting Person did not actually acquire, dispose or otherwise transact in any shares of common stock. The securities listed include 196,660 shares held directly by IBP Holding Company and 4,027,819 shares held directly by PJAM IBP Holdings, Inc. IBP Holding Company is the sole shareholder of PJAM IBP Holdings, Inc. The Reporting Persons (except IBP Holding Company) disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein. These securities are held directly by Installed Building Systems, Inc. The Reporting Persons (except Installed Building Systems, Inc.) disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein. The securities are held directly by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein. The Call Option has a capped upside participation price to the applicable Reporting Person of $50 (the "Cap Price"). Upon cash settlement of the Call Option, the applicable Reporting Person could receive an amount equal to the product of (1) number of shares underlying the Call Option multiplied by (2) the difference between (A) the lower of (i) the Cap Price and (ii) the reference price (which is the average of the closing prices of the underlying shares as reported by the New York Stock Exchange at the expiration time on the valuations dates) and (B) the exercise price. The valuation dates consisted of the expiration date and the nineteen business days immediately preceding the expiration date. The Call Option is a European-style call option that consisted of 196,660 shares that became exercisable and expired on April 16, 2018. The Call Option is a European-style call option that consisted of 167,540 shares that became exercisable and expired on April 16, 2018. Shelley A. McBride, Attorney-in-Fact for Jeffrey W. Edwards 2018-04-18 Shelley A. McBride, Attorney-in-Fact for Installed Building Systems, Inc. 2018-04-18 Shelley A. McBride, Attorney-in-Fact for IBP Holding Company 2018-04-18