0000950170-24-067391.txt : 20240531
0000950170-24-067391.hdr.sgml : 20240531
20240531164511
ACCESSION NUMBER: 0000950170-24-067391
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240530
FILED AS OF DATE: 20240531
DATE AS OF CHANGE: 20240531
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Edwards Jeffrey W.
CENTRAL INDEX KEY: 0001598688
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36307
FILM NUMBER: 241010460
MAIL ADDRESS:
STREET 1: C/O INSTALLED BUILDING PRODUCTS, INC.
STREET 2: 495 SOUTH HIGH STREET, SUITE 50
CITY: COLUMBUS
STATE: OH
ZIP: 43215
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Installed Building Systems, Inc.
CENTRAL INDEX KEY: 0001609975
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36307
FILM NUMBER: 241010459
BUSINESS ADDRESS:
STREET 1: 495 SOUTH HIGH STREET, SUITE 50
CITY: COLUMBUS
STATE: OH
ZIP: 43215
BUSINESS PHONE: (614) 221-3399
MAIL ADDRESS:
STREET 1: 495 SOUTH HIGH STREET, SUITE 50
CITY: COLUMBUS
STATE: OH
ZIP: 43215
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Installed Building Products, Inc.
CENTRAL INDEX KEY: 0001580905
STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520]
ORGANIZATION NAME: 05 Real Estate & Construction
IRS NUMBER: 453707650
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 495 SOUTH HIGH STREET, SUITE 50
CITY: COLUMBUS
STATE: OH
ZIP: 43215
BUSINESS PHONE: 614-221-3399
MAIL ADDRESS:
STREET 1: 495 SOUTH HIGH STREET, SUITE 50
CITY: COLUMBUS
STATE: OH
ZIP: 43215
4
1
ownership.xml
4
X0508
4
2024-05-30
0001580905
Installed Building Products, Inc.
IBP
0001598688
Edwards Jeffrey W.
C/O INSTALLED BUILDING PRODUCTS, INC.
495 S. HIGH STREET, SUITE 50
COLUMBUS
OH
43215
true
true
true
false
President, CEO and Chairman
0001609975
Installed Building Systems, Inc.
C/O INSTALLED BUILDING PRODUCTS, INC.
495 S. HIGH STREET, SUITE 50
COLUMBUS
OH
43215
false
false
false
true
Director by Deputization
false
Common Stock, $0.01 par value per share
1416194
I
See footnote
Common Stock, $0.01 par value per share
2677819
I
See footnote
Common Stock, $0.01 par value per share
195703
D
Common Stock, $0.01 par value per share
173408
I
See footnote
Forward sale contract (potential obligation to sell)
2024-05-30
4
J
true
250000
A
Common Stock
250000
250000
I
See footnote
These securities are held directly by Installed Building Systems, Inc. ("IBS"). The Reporting Person, other than IBS, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Reporting Persons remain the beneficial owners of all Pledged Shares, as defined in Footnote 4, reported in Table II to the extent of his or its pecuniary interest therein. The Reporting Person, other than IBS, is the sole beneficial owner of the shares reported in Table I as directly owned.
These securities are held directly by PJAM IBP Holdings, Inc. ("PJAM"). The Reporting Persons disclaim beneficial ownership in the reported securities except to the extent of his or its pecuniary interest therein. IBP Holding Company is the sole shareholder of PJAM.
These securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
IBS entered into two prepaid variable forward sale contracts with an unaffiliated third party buyer. IBS pledged an aggregate of 250,000 shares (the "Pledged Shares") of Installed Building Products, Inc. common stock ("Common Stock") to secure its obligations under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contracts obligate IBS to deliver to the buyer, on the applicable settlement date for each of the 12 components, up to one hundred percent (100%) of the number of Pledged Shares for such component or, at IBS' option, an equivalent amount of cash.
(Continued from Footnote 4) The number of shares of Common Stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the closing price of the Common Stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $195.2611 (the "Floor Price"), IBS will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $246.6456 (the "Cap Price"), IBS will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and
(Continued from Footnote 5) (c) if such Settlement Price is greater than the Cap Price, IBS will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. In connection with the entry into the forward contracts, IBS is entitled to receive aggregate net cash payments (amounts receivable by it upon entry into the forward contract) of $42,777,596.
Each component is exercisable on the same date as it expires, and the expiration dates for the components occur from August 14, 2025 to August 22, 2025 under one contract and from March 9, 2026 to March 13, 2026 under the other contract.
These securities are held directly by IBS. The Reporting Person, other than IBS, disclaims beneficial ownership in the reported securities except to the extent of his pecuniary interest therein.
The Reporting Persons currently retain ownership of all shares of Installed Building Products, Inc. common stock that are subject to the Pledge Agreement and rights related thereto, including all voting rights.
/s/ Michael T. Miller, Attorney-in-Fact
2024-05-31
/s/ Michael T. Miller, Attorney-in-Fact for Installed Building Systems, Inc.
2024-05-31