SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Black Stephanie E.

(Last) (First) (Middle)
10653 S. RIVERFRONT PARKWAY, SUITE 300

(Street)
SOUTH JORDAN UT 84095

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/13/2012
3. Issuer Name and Ticker or Trading Symbol
HEADWATERS INC [ HW ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President HTI Group
5. If Amendment, Date of 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
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 6,388 D
Common Stock ESPP 16,870 D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Incentive Stock Option 03/31/2004(1) 05/06/2013 Common Stock 5,000 $16.89 D
Incentive Stock Option 03/31/2005 04/21/2014 Common Stock 3,019 $23.79 D
Non-Qualified Stock Option 03/31/2003(2) 06/10/2012 Common Stock 7,500 $13.73 D
Non-Qualified Stock Option 03/31/2005 04/21/2014 Common Stock 2,854 $23.79 D
Non-Qualified Stock Option 03/31/2005 09/23/2014 Common Stock 5,000 $28.31 D
Stock Appreciation Rights 09/30/2012 09/30/2021 Common Stock 41,773 $1.85 D
Stock Appreciation Rights 09/30/2011 09/30/2020 Common Stock 7,005 $3.81 D
Stock Appreciation Rights 09/30/2010 09/30/2019 Common Stock 7,914 $4.6 D
Stock Appreciation Rights 09/30/2009 09/30/2018 Common Stock 7,914 $9.84 D
Stock Appreciation Rights 09/30/2008 09/30/2017 Common Stock 7,914 $13.57 D
Explanation of Responses:
1. Stock Options Vest pro rata yearly for a period of 3 years on Mar 31st of each vesting year.
2. Stock Options vest pro rata yearly for a period of 3 years.
By: Harlan M. Hatfield For: Stephanie E. Black 03/13/2012
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.