UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INSTALLED BUILDING PRODUCTS, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
45780R101
(CUSIP Number)
December 31, 2018
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 45780R101
| 1. | NAMES OF REPORTING PERSONS
Jeffrey W. Edwards | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
100,159 | ||||
| 6. | SHARED VOTING POWER
7,139,237 | |||||
| 7. | SOLE DISPOSITIVE POWER
100,159 | |||||
| 8. | SHARED DISPOSITIVE POWER
7,139,237 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,239,396 (See Item 4(a)) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
23.2% (See Item 4(b)) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
IN | |||||
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CUSIP No. 45780R101
| 1. | NAMES OF REPORTING PERSONS
IBP Holding Company | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
3,877,819 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
3,877,819 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877,819 (See Item 4(a)) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.4% (See Item 4(b)) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
HC | |||||
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CUSIP No. 45780R101
| 1. | NAMES OF REPORTING PERSONS
PJAM IBP Holdings, Inc. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
3,877,819 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
3,877,819 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,877,819 (See Item 4(a)) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.4% (See Item 4(b)) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
4
CUSIP No. 45780R101
| 1. | NAMES OF REPORTING PERSONS
Installed Building Systems, Inc. | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
0 | ||||
| 6. | SHARED VOTING POWER
2,741,194 | |||||
| 7. | SOLE DISPOSITIVE POWER
0 | |||||
| 8. | SHARED DISPOSITIVE POWER
2,741,194 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,741,194 (See Item 4(a)) | |||||
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐
| |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.8% (See Item 4(b)) | |||||
| 12. | TYPE OF REPORTING PERSON (see instructions)
CO | |||||
5
CUSIP No. 45780R101
| Item 1. | |
| (a) | Name of Issuer | |||
| Installed Building Products, Inc. | ||||
| (b) | Address of Issuer’s Principal Executive Offices | |||
| 495 S. High Street, Suite 50 Columbus, OH 43215 | ||||
| Item 2. | |
| (a) | Name of Person Filing | |||
| This statement is filed by: | ||||
| Mr. Jeffrey W. Edwards; IBP Holding Company (“IBP Holding”); PJAM IBP Holdings, Inc. (“PJAM”); and Installed Building Systems, Inc. (“IBS” and, together with IBP Holding and PJAM, the “Edwards Entities”); | ||||
| Mr. Edwards and the Edwards Entities have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. | ||||
| (b) | Address of the Principal Office or, if none, residence | |||
| For Mr. Edwards and each Edwards Entity: | ||||
| c/o Installed Building Products, Inc. 495 South High Street, Suite 50 Columbus, OH 43215 | ||||
| (c) | Citizenship | |||
| Mr. Edwards is a citizen of the United States of America. IBP Holding and PJAM are corporations incorporated under the laws of the State of Ohio. Installed Building Systems, Inc. is a corporation incorporated under the laws of the State of Delaware. | ||||
| (d) | Title of Class of Securities | |||
| Common Stock, par value $0.01 | ||||
| (e) | CUSIP Number | |||
| 45780R101 | ||||
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not Applicable
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CUSIP No. 45780R101
| Item 4. | Ownership. |
| Jeffrey W. Edwards | ||
| (a) Amount beneficially owned: 7,239,396 (b) Percent of class: 23.2%* (c)(i) Sole power to vote or to direct the vote: 100,159 (c)(ii) Shared power to vote or to direct the vote: 7,139,237 (c)(iii) Sole power to dispose or to direct the disposition of: 100,159 (c)(iv) Shared power to dispose or to direct the disposition of: 7,139,237 | ||
| Mr. Edwards controls voting and disposition decisions with respect to the shares directly held by PJAM and IBS. Additionally, Mr. Edwards may be deemed to have shared power to vote or dispose of 520,224 shares held in trusts for the benefit of Mr. Edwards’ children. Judson S. Millhon, Jr. is the trustee of the trusts. | ||
| IBP Holding Company |
||
| (a) Amount beneficially owned: 3,877,819 (b) Percent of class: 12.4%* (c)(i) Sole power to vote or to direct the vote: 0 (c)(ii) Shared power to vote or to direct the vote: 3,877,819 (c)(iii) Sole power to dispose or to direct the disposition of: 0 (c)(iv) Shared power to dispose or to direct the disposition of: 3,877,819 | ||
| IBP Holding is the sole shareholder of PJAM and is deemed to have voting and dispositive power over the shares directly held by PJAM. | ||
| PJAM IBP Holdings, Inc. | ||
| (a) Amount beneficially owned: 3,877,819 (b) Percent of class: 12.4%* (c)(i) Sole power to vote or to direct the vote: 0 (c)(ii) Shared power to vote or to direct the vote: 3,877,819 (c)(iii) Sole power to dispose or to direct the disposition of: 0 (c)(iv) Shared power to dispose or to direct the disposition of: 3,877,819 | ||
| Installed Building Systems, Inc. | ||
| (a) Amount beneficially owned: 2,741,194 (b) Percent of class: 8.8%* (c)(i) Sole power to vote or to direct the vote: 0 (c)(ii) Shared power to vote or to direct the vote: 2,741,194 (c)(iii) Sole power to dispose or to direct the disposition of: 0 (c)(iv) Shared power to dispose or to direct the disposition of: 2,741,194 | ||
| * | The percentage amount is based on 31,224,974 shares of Common Stock outstanding as of October 26, 2018 as indicated by the Issuer’s Form 10-Q filed with the Securities and Exchange Commission for the quarter ended September 30, 2018. |
| Item 5. | Ownership of Five Percent or Less of a Class. |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable
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CUSIP No. 45780R101
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable
| Item 9. | Notice of Dissolution of Group. |
Not Applicable
| Item 10. | Certification. |
Not Applicable
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CUSIP No. 45780R101
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 7, 2019 | /s/ Jeffrey W. Edwards | |||||
| Jeffrey W. Edwards (Individually) | ||||||
| IBP HOLDING COMPANY | ||||
| By: | /s/ Jeffrey W. Edwards | |||
| Jeffrey W. Edwards | ||||
| President | ||||
| PJAM IBP HOLDINGS, INC. | ||||
| By: | /s/ Jeffrey W. Edwards | |||
| Jeffrey W. Edwards | ||||
| President | ||||
| INSTALLED BUILDING SYSTEMS, INC. | ||||
| By: | /s/ Jeffrey W. Edwards | |||
| Jeffrey W. Edwards | ||||
| President | ||||
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