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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Subscription Rights (right to buy) | $ 1.5 | 03/10/2010 | X | 2,613,943 (4) | 02/12/2010 | 03/12/2010(5) | Common Stock, par value $0.01 per share | 32,092,267 | $ 0 | 0 | D (3) | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| JLL Partners Fund IV, L.P. 450 LEXINGTON AVE., 31ST FLOOR NEW YORK, NY 10017 |
X | |||
| JLL Associates IV, L.P. 450 LEXINGTON AVE., 31ST FLOOR NEW YORK, NY 10017 |
X | |||
| JLL Associates G.P. IV, L.L.C. 450 LEXINGTON AVE., 31ST FLOOR NEW YORK, NY 10017 |
X | |||
| JLL Partners Fund IV, L.P., By JLL Associates IV, L.P., its General Partner, By JLL Associates G.P. IV, L.L.C., its General Partner /s/ Paul S. Levy, Managing Member of JLL Associates G.P. IV, L.L.C. | 03/18/2010 | |
| **Signature of Reporting Person | Date | |
| JLL Associates IV, L.P., By JLL Associates G.P. IV, L.L.C., its General Partner /s/ Paul S. Levy, Managing Member of JLL Associates G.P. IV, L.L.C. | 03/18/2010 | |
| **Signature of Reporting Person | Date | |
| JLL Associates G.P. IV, L.L.C., /s/ Paul S. Levy, Managing Member | 03/18/2010 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | These shares of common stock, par value $0.01 per share, of PGT, Inc. (the "Company") were purchased by JLL Partners Fund IV, L.P. upon exercise of subscription rights issued pro rata to holders of the Company's common stock as of the close of business on February 8, 2010, to purchase shares of the Company's common stock at a subscription price of $1.50 per share (the "Rights Offering") under JLL Partners Fund IV, L.P.'s over-subscription privilege in the Rights Offering. This Form 4 amends the Form 4 filed on March 12, 2010, which reported the purchase of 10,719,390 shares of the Company's common stock under JLL Partners Fund IV, L.P.'s basic subscription privilege in the Rights Offering. |
| (2) | Pursuant to the over-subscription privilege in the Rights Offering, JLL Partners Fund IV, L.P. was entitled to acquire, on a pro rata basis, a portion of any shares of the Company's common stock that were not purchased by other stockholders as of the expiration of the Rights Offering under the basic subscription privilege of the Rights Offering at the same subscription price of $1.50 per share. On March 16, 2010, the Company and American Stock Transfer & Trust Company, LLC, as subscription agent for the Rights Offering, determined the allocation of shares of the Company's common stock under the over-subscription privilege in the Rights Offering, and JLL Partners Fund IV, L.P. was notified that it was entitled to purchase 2,613,943 additional shares of the Company's common stock. |
| (3) | This report is filed jointly by JLL Partners Fund IV, L.P.; JLL Associates IV, L.P.; and JLL Associates G.P. IV, L.L.C. JLL Partners Fund IV, L.P. is the direct beneficial owner of 32,092,267 shares of common stock of the Company. JLL Associates IV, L.P. is the general partner of JLL Partners Fund IV, L.P.; and JLL Associates G.P. IV, L.L.C. is the general partner of JLL Associates IV, L.P. JLL Associates G.P. IV, L.L.C. and JLL Associates IV, L.P. may be deemed to be the indirect beneficial owners of 32,092,267 shares of common stock of the Company. The reporting persons disclaim beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed an admission that either of these reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. |
| (4) | These subscription rights were exercised by JLL Partners Fund IV, L.P. under its over-subscription privilege in the Rights Offering, as described above in Notes 1 and 2. |
| (5) | The Rights Offering expired at 5:00 p.m., Eastern Time, on March 12, 2010. JLL Partners Fund IV, L.P. exercised its subscription rights under its basic subscription privilege and over-subscription privilege in the Rights Offering on March 10, 2010, and was notified on March 16, 2010, of the number of shares of the Company's common stock it was entitled to purchase under its over-subscription privilege, as described above in Notes 1 and 2. |