0001144204-12-005230.txt : 20120201 0001144204-12-005230.hdr.sgml : 20120201 20120201142751 ACCESSION NUMBER: 0001144204-12-005230 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120201 DATE AS OF CHANGE: 20120201 GROUP MEMBERS: EMILY C. KNOBLOCH GROUP MEMBERS: WILLIAM R. KNOBLOCH FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Knobloch Carl W Jr CENTRAL INDEX KEY: 0001399387 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: P.O. BOX 1530 CITY: WILSON STATE: WY ZIP: 83014 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TREX CO INC CENTRAL INDEX KEY: 0001069878 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 541910453 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56187 FILM NUMBER: 12562122 BUSINESS ADDRESS: STREET 1: 160 EXETER DRIVE CITY: WINCHESTER STATE: VA ZIP: 22603-8605 BUSINESS PHONE: 5405426300 MAIL ADDRESS: STREET 1: 160 EXETER DRIVE CITY: WINCHESTER STATE: VA ZIP: 22603-8605 SC 13G/A 1 v300613_sc13ga.htm AMENDMENT NO. 2 TO SCHEDULE 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 2)

 

 

Trex Company, Inc.

_______________________________________________________________

(Name of Issuer)

 

 

Common Stock

_______________________________________________________________

(Title of Class of Securities)

 

 

89531P-10-5

______________________________________________________________

(CUSIP Number)

 

 

December 31, 2011

______________________________________________________________

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

 

  £ Rule 13d-1(b)
     
  S Rule 13d-1(c)
     
  £ Rule 13d-1(d)

 

 

 

 
 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 2 of 10 Pages

 

 

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

Carl W. Knobloch, Jr.

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

 

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

 

66,009

6.

SHARED VOTING POWER

 

1,143,920

7.

SOLE DISPOSITIVE POWER

 

66,009

8.

SHARED DISPOSITIVE POWER

 

1,143,920

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,209,929

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*

£

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

7.76%

 

12.

TYPE OF REPORTING PERSON*

 

IN

       

 

 
 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 3 of 10 Pages

 

 

 

 

1.

NAMES OF REPORTING PERSONS

 

Emily C. Knobloch

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

 

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

 

0

6.

 

SHARED VOTING POWER

 

788,210

7.

 

SOLE DISPOSITIVE POWER

 

0

8.

 

SHARED DISPOSITIVE POWER

 

788,210

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

788,210

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*

£

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.05%

 

12.

TYPE OF REPORTING PERSON*

 

IN

       

 

 
 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 4 of 10 Pages

 

 

 

1.

NAMES OF REPORTING PERSONS

 

William R. Knobloch

 

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

 

 

 

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(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

 

539,949

6.

 

SHARED VOTING POWER

 

355,710

7.

 

SOLE DISPOSITIVE POWER

 

539,949

8.

 

SHARED DISPOSITIVE POWER

 

355,710

9.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

895,659

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*

£

 

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

5.74%

 

12.

TYPE OF REPORTING PERSON*

 

IN

       

 

 
 

 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 5 of 10 Pages

 

 

 

Item 1(a). Name of Issuer:
   
  Trex Company, Inc.
   
Item 1(b). Address of Issuer’s Principal Executive Offices:
   
  160 Exeter Drive
  Winchester, Virginia 22603-8605
   
Item 2(a). Name of Person Filing:
   
  This Schedule 13G/A is filed on behalf of the following persons (the “Reporting Persons”):
   
  Carl W. Knobloch, Jr.
  Emily C. Knobloch
  William R. Knobloch
   
Item 2(b). Address of Principal Business Office:
   
  The address of each of the Reporting Persons is:
   
  P.O. Box 1530
  Wilson, WY 83014
   
Item 2(c). Citizenship:
   
  Carl W. Knobloch, Jr. is a citizen of the United States of America.
  Emily C. Knobloch is a citizen of the United States of America.
  William R. Knobloch is a citizen of the United States of America.
   
Item 2(d). Title of Class of Securities
   
  Common Stock, par value $0.01 per share
   
Item 2(e). CUSIP Number:
   
  89531P-10-5

 

 

 
 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 6 of 10 Pages

 

 

Item 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

  (a) ___ Broker or dealer registered under Section 15 of the Act.
  (b) ___ Bank as defined in Section 3(a)(6) of the Act.
  (c) ___ Insurance company as defined in Section 3(a)(19) of the Act.
  (d) ___ Investment company registered under Section 8 of the Investment Company Act of 1940.
     
  (e) ___ An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
  (f) ___ An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F).
     
  (g) ___ A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G).
     
  (h) ___ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
     
  (i) ___ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
     
  (j) ___ A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
  (k) ___ Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

Item 4. Ownership

 

The Reporting Persons may be deemed to beneficially own shares of the common stock, par value $0.01 per share (the “Common Stock”) of Trex Company, Inc. (the “Issuer”) which are held in certain family trusts, with the Reporting Persons being the trustees or co-trustees thereof. Where the Reporting Person is the sole trustee of a trust, the Reporting Person may be deemed to have sole voting and dispositive power of the Common Stock held in such trust. Where the Reporting Person is a co-trustee of a trust, the Reporting Person may be deemed to have shared voting and dispositive power of the Common Stock held in such trust.

 

During the period on or about March 18, 2011 through April 5, 2011, the Reporting Persons sold 273,000 shares of the Common Stock of the Issuer on the open market (the “Sale Transaction”).

 

Number of shares as to which Carl W. Knobloch, Jr. may be deemed to own after the Sale Transaction:

 

    Sole Voting Power: 66,009
    Shared Voting Power: 1,143,920
    Sole Dispositive Power: 66,009
    Shared Dispositive Power: 1,143,920
    Aggregate Amount Beneficially Owned: 1,209,929
    Percent of Class*: 7.76%

 

 

 
 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 7 of 10 Pages

 

 

 

Number of shares as to which Emily C. Knobloch may be deemed to own after the Sale Transaction:

 

    Sole Voting Power: 0
    Shared Voting Power: 788,210
    Sole Dispositive Power: 0
    Shared Dispositive Power: 788,210
    Aggregate Amount Beneficially Owned: 788,210
    Percent of Class*: 5.05%

 

Number of shares as to which William R. Knobloch may be deemed to own after the Sale Transaction:

 

    Sole Voting Power: 539,949
    Shared Voting Power: 355,710
    Sole Dispositive Power: 539,949
    Shared Dispositive Power: 355,710
    Aggregate Amount Beneficially Owned: 895,659
    Percent of Class*: 5.74%

 

*Based upon 15,594,825 shares of Common Stock outstanding as of October 26, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2011.

 

Each of the Reporting Persons disclaim beneficial ownership of shares held in a trust for which such Reporting Person is not a trustee.

 

Item 5. Ownership of Five Percent or Less of 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 5 percent of the class of securities, check the following £.

 

 

 
 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 8 of 10 Pages

 

 

 

 

Item 6. Ownership of More Than 5 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 or Control Person
   
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group
   
  Not Applicable.
   
Item 9. Notice of Dissolution of Group
   
  Not Applicable.
   
Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

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.

 

Dated: February 1, 2012

 

  CARL W. KNOBLOCH, JR.
   
  /s/ Carl W. Knobloch, Jr.     
   
 EMILY C. KNOBLOCH
   
  /s/ Carl W. Knobloch, Jr.     
  By:  Carl W. Knobloch, Jr. 
  Title: Attorney-in-Fact
     
 WILLIAM R. KNOBLOCH
   
  /s/ Carl W. Knobloch, Jr.     
  By:  Carl W. Knobloch, Jr. 
  Title: Attorney-in-Fact
 
 

 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 9 of 10 Pages

 

  

 

EXHIBIT INDEX


 

Exhibits Description
A Joint Filing Agreement among the Reporting Persons dated February 1, 2012.
B Power of Attorney for Emily C. Knobloch dated May 14, 2007, incorporated by reference to Exhibit B to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission on January 25, 2008.
C Power of Attorney for William R. Knobloch dated May 14, 2007, incorporated by reference to Exhibit C to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission on January 25, 2008.

 

 
 

 

 

 

 

CUSIP No. 89531P-10-5

 

 

13G/A

 

Page 10 of 10 Pages

 

 

 

EXHIBIT A

 

AGREEMENT OF JOINT FILING

 

In accordance with Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that this Schedule 13G/A is filed on behalf of each of the them and that all subsequent amendments to this Schedule 13G/A may be filed on behalf of each of them without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

 

 Dated: February 1, 2012  
     
   CARL W. KNOBLOCH, JR.
     
    /s/ Carl W. Knobloch, Jr.                        
     
   EMILY C. KNOBLOCH
     
    /s/ Carl W. Knobloch, Jr.                        
    By:  Carl W. Knobloch, Jr. 
    Title: Attorney-in-Fact
       
   WILLIAM R. KNOBLOCH
     
    /s/ Carl W. Knobloch, Jr.                        
    By:  Carl W. Knobloch, Jr. 
    Title: Attorney-in-Fact