0000950170-25-092514.txt : 20250702 0000950170-25-092514.hdr.sgml : 20250702 20250702063014 ACCESSION NUMBER: 0000950170-25-092514 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20250701 FILED AS OF DATE: 20250702 DATE AS OF CHANGE: 20250702 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lamartine Sandra CENTRAL INDEX KEY: 0001860023 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39322 FILM NUMBER: 251098293 MAIL ADDRESS: STREET 1: 1330 WEST FULTON MARKET STREET STREET 2: SUITE 350 CITY: CHICAGO STATE: IL ZIP: 60607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AZEK Co Inc. CENTRAL INDEX KEY: 0001782754 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] ORGANIZATION NAME: 08 Industrial Applications and Services EIN: 901017663 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1330 W FULTON STREET, #350 CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 877-275-2935 MAIL ADDRESS: STREET 1: 1330 W FULTON STREET, #350 CITY: CHICAGO STATE: IL ZIP: 60607 FORMER COMPANY: FORMER CONFORMED NAME: CPG Newco LLC DATE OF NAME CHANGE: 20190717 4 1 ownership.xml 4 X0508 4 2025-07-01 true 0001782754 AZEK Co Inc. AZEK 0001860023 Lamartine Sandra 1330 W. FULTON ST. SUITE 350 CHICAGO IL 60607 false true false false CHRO false Class A Common Stock 2025-07-01 4 D false 21015 D 0 D Performance-Based Restricted Stock Units 2025-07-01 4 D false 42262 D Common Stock 42262 0 D Non-qualified stock options (right-to-buy) 41.21 2025-07-01 4 D false 6054 D 2031-11-19 Common Stock 6054 0 D Non-qualified stock options (right-to-buy) 20.18 2025-07-01 4 D false 14967 D 2032-12-12 Common Stock 14967 0 D Non-qualified stock options (right-to-buy) 38.15 2025-07-01 4 D false 7886 D 2033-12-15 Common Stock 7886 0 D Non-qualified stock options (right-to-buy) 53.51 2025-07-01 4 D false 4432 D 2034-12-15 Common Stock 4432 0 D Represents shares (including in respect of shares underlying, as applicable, Company RSU Awards, Company PSU Awards and Company Stock Options (each as defined in the Agreement and Plan of Merger, dated as of March 23, 2025 (as amended, the "Merger Agreement"), by and among The AZEK Company Inc. ("AZEK"), James Hardie Industries plc ("JHX") and Juno Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of Company Common Stock (as defined in the Merger Agreement) that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive $26.45 in cash, without interest (the "Cash Consideration"), and 1.0340 (the "Exchange Ratio") JHX ordinary shares, with cash in lieu of fractional JHX ordinary shares, where any such aggregated fractional shares are rounded to four (4) decimal places and multiplied by JHX's five-trading day volume-weighted average price ending on June 30, 2025, the trading day immediately prior to the closing of the transactions contemplated by the Merger Agreement (the "Parent Share Price") (collectively, the "Merger Consideration"). The Parent Share Price was $26.053018. Upon the Effective Time, each then-outstanding Company RSU Award held by the reporting person was assumed by JHX and converted into (A) a time-based restricted stock unit award of JHX covering a number of JHX ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock (as defined in the Merger Agreement) subject to the Company RSU Award by (2) the Exchange Ratio and (B) a cash award having a value equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company RSU Award by (2) the Cash Consideration. Each time-based restricted stock unit award of JHX and each cash award is subject to the same terms and conditions as were applicable to the Company RSU Award immediately prior to the Effective Time, including the vesting schedule. Upon the Effective Time, each then-outstanding Company PSU Award was assumed by JHX and converted into (A) a time-based restricted stock unit award of JHX covering a number of JHX ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company PSU Award by (2) the Exchange Ratio and (B) a cash award having a value equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company PSU Award by (2) the Cash Consideration. For purposes of the foregoing calculations, the number of shares of Company Common Stock subject to the Company PSU Award was determined based on (i) for fiscal years 2024 and 2025, actual performance and (ii) for fiscal years 2026 and 2027, target performance. (Continued from footnote 4) Each time-based restricted stock unit award of JHX and each cash award is subject to the same terms and conditions as were applicable to such Company PSU Award immediately prior to the Effective Time, including the vesting schedule (except that the performance-based vesting conditions do not apply from and after the Effective Time). Upon the Effective Time, each then-outstanding Company Stock Option held by the reporting person was assumed by JHX and converted into an option to purchase a number of JHX ordinary shares (rounded down to the nearest whole number of shares) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (B) the Equity Award Exchange Ratio, with an exercise price per JHX ordinary share equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Company Common Stock subject to such Company Stock Option by (B) the Equity Award Exchange Ratio. The Equity Award Exchange Ratio is defined as the sum of (A) the quotient (rounded to four (4) decimal places) obtained by dividing (x) the Cash Consideration by (y) the Parent Share Price and (B) the Exchange Ratio. (Continued from footnote 6) Each stock option of JHX is subject to the same terms and conditions as were applicable to such Company Stock Option immediately prior to the Effective Time, including the vesting schedule. /s/ Morgan Walbridge, as Attorney-in-Fact for Sandra Lamartine 2025-07-02