Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
SHERMAN FLOYD F
  2. Issuer Name and Ticker or Trading Symbol
PGT, Inc. [PGTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
BUILDERS FIRSTSOURCE INC., 2001 BRYAN STREET, SUITE 1600
3. Date of Earliest Transaction (Month/Day/Year)
04/07/2010
(Street)

DALLAS, TX 75201
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 1.98 04/07/2010   A   43,008 (1)     (2) 04/07/2020 Common Stock, par value $0.01 per share 43,008 $ 0 43,008 D  
Stock Option (Right to Buy) $ 1.98 04/07/2010   A   24,193 (1)     (3) 04/07/2020 Common Stock, par value $0.01 per share 24,193 $ 0 24,193 D  
Stock Option (Right to Buy) $ 1.98 04/07/2010   A   64,516 (1)     (4) 04/07/2020 Common Stock, par value $0.01 per share 64,516 $ 0 64,516 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SHERMAN FLOYD F
BUILDERS FIRSTSOURCE INC.
2001 BRYAN STREET, SUITE 1600
DALLAS, TX 75201
  X      

Signatures

 /s/ Floyd F. Sherman   04/09/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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) (1) On October 27, 2009, the Board of Directors of PGT, Inc. approved changes regarding compensation of certain directors, including the reporting person, and such changes include: (a) in lieu of an annual cash retainer of $40,000, an annual grant under the PGT 2006 Equity Incentive Plan of stock options with a fair market value at the time of issuance of approximately $40,000; and (b) in lieu of a grant of restricted shares of common stock with a value at the time of issuance of approximately $40,000 per year for each year of service as a director, a grant under the Company's 2006 Equity Incentive Plan of stock options with a fair market value at the time of issuance of approximately $40,000 per year for each year of service as a director.
(2) (2) 100% is immediately exercisable.
(3) (3) The option becomes exercisable in three approximately equal installments on each of July 3, 2010, October 2, 2010, and January 1, 2011.
(4) (4) The option becomes exercisable in two equal annual installments beginning on April 7, 2011 and April 7, 2012.

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