UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CD&R Investment Associates X, Ltd. C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY 10152 |
 |  X |  |  |
CD&R Pisces Holdings, L.P. C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE, 18TH FLOOR NEW YORK, NY 10152 |
 |  X |  |  |
CD&R Investment Associates X, Ltd.: By: /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary | 11/26/2018 | |
**Signature of Reporting Person | Date | |
CD&R Pisces Holdings, L.P.: By: CD&R Investment Associates X, Ltd., its general partner; By: /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary | 11/26/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | 39,128,929 shares of common stock, par value $0.01 per share (the "Common Shares"), of the Issuer were issued to CD&R Pisces Holdings, L.P. ("CD&R Holdings") on November 16, 2018 in a single issuance by the Issuer upon consummation of a merger transaction pursuant to which Ply Gem Parent, LLC ("Ply Gem") merged with and into the Issuer, with the Issuer continuing its existence as a corporation organized under the laws of the State of Delaware. |
(2) | CD&R Investment Associates X, Ltd. ("CD&R Holdings GP"), as the general partner of CD&R Holdings, may be deemed to beneficially own the Common Shares of which CD&R Holdings has beneficial ownership as shown in Table 1 of this Form 3. CD&R Holdings GP expressly disclaims beneficial ownership of such Common Shares. Investment and voting decisions with respect to the Common Shares held by CD&R Holdings or CD&R Holdings GP are made by an investment committee comprised of more than ten investment professionals of Clayton, Dubilier & Rice, LLC (the "Investment Committee"). All members of the Investment Committee also expressly disclaim beneficial ownership of the Common Shares of which CD&R Holdings has beneficial ownership as shown in Table 1 of this Form 3. |