SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Lee Jeffrey S. (Last) (First) (Middle) 5020 WESTON PARKWAY, SUITE 400 (Street) CARY NC 27513 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Cornerstone Building Brands, Inc. [ CNR ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP, CFO
	3. Date of Earliest Transaction (Month/Day/Year) 07/25/2022
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, $0.01 par value	07/25/2022		D		355,399	D	$24.65(1)(2)	0	D
Common Stock, $0.01 par value	07/25/2022		D		825	D	$24.65(1)(2)	0	I	Cornerstone 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$4.83	07/25/2022		D			294,118	(3)(4)	06/17/2029	Common Stock, $0.01 par value	294,118	$19.82(3)(4)	0	D
Option (Right to Buy)	$4.52	07/25/2022		D			141,509	(5)(6)	03/16/2030	Common Stock, $0.01 par value	141,509	$20.13(5)(6)	0	D
Option (Right to Buy)	$13.78	07/25/2022		D			88,811	(7)(8)	03/15/2031	Common Stock, $0.01 par value	88,811	$10.87(7)(8)	0	D

Explanation of Responses:

1. Disposed of in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 5, 2022 (the "Merger Agreement"), by and among the Issuer, Camelot Return Intermediate Holdings, LLC ("Parent") and Camelot Return Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of Parent (the "Surviving Corporation").

2. At the effective time of the Merger (the "Effective Time"), in accordance with the Merger Agreement, each share of Issuer common stock, par value $0.01 per share (a "Share") outstanding immediately prior to the Effective Time of the Merger (other than certain excluded shares), was converted into the right to receive cash in an amount equal to $24.65 in cash per Share (the "Merger Consideration"), without interest and subject to any required withholding taxes. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any Shares.

3. Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise).

4. The stock option provided for vesting in five equal annual installments beginning on November 16, 2019.

5. Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise).

6. The stock option provided for vesting in three equal annual installments beginning on March 16, 2021.

7. Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise).

8. The stock option provided for vesting in three equal annual installments beginning on March 15, 2022.

	/s/ Peter Talosig (by power of attorney)	07/26/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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