0001209191-23-056323.txt : 20231121
0001209191-23-056323.hdr.sgml : 20231121
20231121170826
ACCESSION NUMBER: 0001209191-23-056323
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231120
FILED AS OF DATE: 20231121
DATE AS OF CHANGE: 20231121
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: 231429087
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: 231429086
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
X0508
4
2023-11-20
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
0
0
0
1
Director by Deputization
0
Common Stock, $0.01 par value per share
1516194
I
See footnote
Common Stock, $0.01 par value per share
2677819
I
See footnote
Common Stock, $0.01 par value per share
175181
D
Common Stock, $0.01 par value per share
173408
I
See footnote
Forward sale contract (potential obligation to sell)
2023-11-20
4
J
1
450000
A
Common Stock
450000
450000
I
See Footnote
These securities are held directly by Installed Building Systems, Inc. ("IBS"). The Reporting Person, other than IBS, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Reporting Persons remain the beneficial owners of all Pledged Shares, as defined in Footnote 4, reported in Table II to the extent of his or its pecuniary interest therein. The Reporting Person, other than IBS, is the sole beneficial owner of the shares reported in Table I as directly owned.
These securities are held directly by PJAM IBP Holdings, Inc. ("PJAM"). The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. IBP Holding Company is the sole shareholder of PJAM.
These securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
IBS entered into two prepaid variable forward sale contracts with an unaffiliated third party buyer. IBS pledged an aggregate of 450,000 shares (the "Pledged Shares") of Installed Building Products, Inc. common stock ("Common Stock") to secure its obligations under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
The contracts obligate IBS to deliver to the buyer, on the applicable settlement date for each of the 15 components, up to one hundred percent (100%) of the number of Pledged Shares for such component or, at IBS' option, an equivalent amount of cash. The number of shares of Common Stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the volume-weighted average price of the Common Stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $131.9962 (the "Floor Price"), IBS will deliver to the buyer all of the Pledged Shares for the applicable component;
(Continued from Footnote 5) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $166.7321 (the "Cap Price"), IBS will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and
(Continued from Footnote 6) (c) if such Settlement Price is greater than the Cap Price, IBS will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price.
In connection with the entry into the forward contracts described in Footnote (4), IBS is entitled to receive aggregate net cash payments (amounts receivable by it upon entry into the forward contract) of $48,769,133. Such amount was determined based on the market value of the Common Stock on November 20, 2023.
Each component is exercisable on the same date as it expires, and the expiration dates for the components occur from November 16, 2026 to November 23, 2026 under one contract and from May 24, 2027 to June 4, 2027 under the other contract.
These securities are held directly by IBS. The Reporting Person, other than IBS, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
The Reporting Persons currently retain ownership of all shares of Installed Building Products, Inc. common stock that are subject to the Pledge Agreement and rights related thereto, including all voting rights.
/s/ Michael T. Miller, Attorney-in-Fact
2023-11-21
/s/ Michael T. Miller, Attorney-in-Fact for Installed Building Systems, Inc.
2023-11-21