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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) | $ 4.2 | 08/07/2008 | X | 4,295,158 (4) | 08/06/2008 | 09/04/2008(5) | Common Stock, par value $0.01 per share | 4,295,158 | $ 0 | 0 | I (3) | By JLL Partners Fund IV, L.P. | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEVY PAUL S C/O JLL PARTNERS, INC. 450 LEXINGTON AVE., 31ST FLOOR NEW YORK, NY 10017 |
X | X | ||
| /s/ Paul S. Levy | 09/16/2008 | |
| **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 to holders of the Company's common stock as of the close of business on August 4, 2008, to purchase shares of the Company's common stock at a subscription price of $4.20 per share (the "Rights Offering") under JLL Partners Fund IV, L.P.'s basic subscription privilege and over-subscription privilege in the Rights Offering. This Form 4 amends the Form 4 filed on August 11, 2008, which reported the purchase of 3,615,944 shares of the Company's common stock under JLL Partners Fund IV, L.P.'s basic subscription privilege in the Rights Offering. (Continued in Footnote 2.) |
| (2) | (Continued from Footnote 1.) 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 $4.20 per share. On September 16, 2008, the Company and The Bank of New York Mellon, 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 679,214 additional shares of the Company's common stock. |
| (3) | JLL Partners Fund IV, L.P. is the direct record and beneficial owner of 18,758,934 shares of common stock of the Company. Mr. Levy is the managing member of JLL Associates G.P. IV, L.L.C., which is the general partner of JLL Associates IV, L.P., which in turn is the general partner of JLL Partners Fund IV, L.P. As a result, Mr. Levy may be deemed to be the indirect beneficial owner of 18,758,934 shares of the Company's common stock owned by JLL Partners Fund IV, L.P. and to have shared voting or investment power over such shares of common stock owned by JLL Partners Fund IV, L.P. Mr. Levy has a pecuniary interest in only a portion of the shares set forth herein. |
| (4) | These subscription rights were exercised by JLL Partners Fund IV, L.P. under its basic subscription privilege and 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 Daylight Time, on September 4, 2008. JLL Partners Fund IV, L.P. exercised its subscription rights under its basic subscription privilege and over-subscription privilege in the Rights Offering on August 7, 2008, and was notified on September 16, 2008, 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. |