SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Ferrucci Mario III (Last) (First) (Middle) PGT, INC. 1070 TECHNOLOGY DRIVE (Street) NORTH VENICE FL 34275 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol PGT, Inc. [ PGTI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 08/08/2013
	4. 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 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
Common Stock, par value $0.01	08/08/2013		M		19,572	A	$0.92	45,595	D
Common Stock, par value $0.01	08/08/2013		F		6,567(1)	D	$10.39	39,028	D
Common Stock, par value $0.01 per share	08/08/2013		S		13,005	D	$10.39	26,023	D
Common Stock, par value $0.01 per share	08/09/2013		M		8,332	A	$0.92	34,355	D
Common Stock, par value $0.01	08/09/2013		M		122,096	A	$2	156,541	D
Common Stock, par value $0.01	08/09/2013		F		57,690(2)	D	$10.16	98,851	D
Common Stock, par value $0.01 per share	08/09/2013		S		72,828	D	$10.16	26,023	D

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 Securities Underlying Derivative Security (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: 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)	$0.92	08/08/2013		M			27,904	(3)	01/21/2016	Common Stock	27,904	$0	0	D
Stock Option (Right to Buy)	$2	08/08/2013		M			122,096	(4)	04/06/2020	Common Stock	122,096	$0	171,872	D

Explanation of Responses:

1. Reflects 6,567 shares withheld at market price of $10.39 per share less an exercise price of $0.92 per share to fund the cashless exercise of 19,572 options owned by Mr. Ferrucci and the tax liability associated therewith. Such cashless exercise was in accordance with terms and provisions of the Company's Amended and Restated 2006 Equity Incentive Plan as approved by the Board of Directors.

2. Reflects 2,827 shares withheld at market price of $10.16 per share less an exercise price of $0.92 per share, and 54,863 shares withheld at a market price of $10.16 per share less an exercise price of $2.00 per share, to fund the cashless exercise of 130,428 options owned by Mr. Ferrucci and the tax liability associated therewith. Such cashless exercise was in accordance with terms and provisions of the Company's Amended and Restated 2006 Equity Incentive Plan as approved by the Board of Directors.

3. Fully exercisable at January 21, 2012.

4. An aggregate of 293,968 options exercisable in five approximately equal annual installments beginning on April 6, 2011

Remarks:

The transactions reported in the above Table I reflect the cashless exercise of stock options. The cashless exercise of the options is reported in three lines. The first line of the cashless exercise transaction is coded M in Column 3 of Table 1 and reports in Column 4 the number of shares issuable upon exercise of the options had cash been paid to exercise the options, together with the exercise price. The line coded F in Column 3 of Table I relates to the same cashless exercise on the preceding line and reports in Column 4 the number of shares deducted from the total number of shares issuable to pay for the cashless exercise of such options. The line coded S in Column 3 of Table I relates to the same cashless exercise on the preceding lines and represents in Column 4 the number of shares sold in an open market transaction. The number of derivative securities owned after the transactions reported in Column 9 of Table II above includes only stock options with the same exercise price and expiration date.

	/s/ Mario Ferrucci III	08/12/2013
	** 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 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).
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.