0001104659-22-082905.txt : 20220726
0001104659-22-082905.hdr.sgml : 20220726
20220726212912
ACCESSION NUMBER: 0001104659-22-082905
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220725
FILED AS OF DATE: 20220726
DATE AS OF CHANGE: 20220726
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Brenner Alena
CENTRAL INDEX KEY: 0001851662
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14315
FILM NUMBER: 221108652
MAIL ADDRESS:
STREET 1: 5020 WESTON PARKWAY, SUITE 400
CITY: CARY
STATE: NC
ZIP: 27513
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Cornerstone Building Brands, Inc.
CENTRAL INDEX KEY: 0000883902
STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448]
IRS NUMBER: 760127701
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: (888) 975-9436
MAIL ADDRESS:
STREET 1: 5020 WESTON PARKWAY
STREET 2: SUITE 400
CITY: CARY
STATE: NC
ZIP: 27513
FORMER COMPANY:
FORMER CONFORMED NAME: NCI BUILDING SYSTEMS INC
DATE OF NAME CHANGE: 19930328
FORMER COMPANY:
FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED
DATE OF NAME CHANGE: 19600201
4
1
tm2221436-4_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-07-25
1
0000883902
Cornerstone Building Brands, Inc.
CNR
0001851662
Brenner Alena
5020 WESTON PARKWAY, SUITE 400
CARY
NC
27513
0
1
0
0
EVP, GC and Corp. Sec.
Common Stock, $0.01 par value
2022-07-25
4
D
0
33725
24.65
D
0
D
Option (Right to Buy)
14.70
2022-07-25
4
D
0
39512
9.95
D
2031-03-15
Common Stock, $0.01 par value
39512
0
D
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").
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.
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). The stock option provided for vesting in three equal annual installments beginning on March 15, 2022.
/s/ Peter Talosig (by power of attorney)
2022-07-26