0001193125-23-017631.txt : 20230127 0001193125-23-017631.hdr.sgml : 20230127 20230127163930 ACCESSION NUMBER: 0001193125-23-017631 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230127 DATE AS OF CHANGE: 20230127 GROUP MEMBERS: IBP HOLDING CO GROUP MEMBERS: INSTALLED BUILDING SYSTEMS, INC. GROUP MEMBERS: PJAM IBP HOLDINGS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Installed Building Products, Inc. CENTRAL INDEX KEY: 0001580905 STANDARD INDUSTRIAL CLASSIFICATION: GEN BUILDING CONTRACTORS - RESIDENTIAL BUILDINGS [1520] IRS NUMBER: 453707650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-88379 FILM NUMBER: 23563742 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Edwards Jeffrey W. CENTRAL INDEX KEY: 0001598688 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: C/O INSTALLED BUILDING PRODUCTS, INC. STREET 2: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 SC 13G/A 1 d412816dsc13ga.htm SC 13G/A SC 13G/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 7)*

 

 

INSTALLED BUILDING PRODUCTS, INC.

(Name of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

45780R101

(CUSIP Number)

December 31, 2022

(Date of Event which Requires Filing of this Statement)

 

 

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

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 45780R101

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Jeffrey W. Edwards

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (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

 

  152,379

   6.  

  SHARED VOTING POWER

 

  4,785,829

   7.  

  SOLE DISPOSITIVE POWER

 

  152,379

   8.  

  SHARED DISPOSITIVE POWER

 

  4,785,829

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  4,938,208 (See Item 4(a))

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  17.3% (See Item 4(b))

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

2

CUSIP No. 45780R101

 

  1.    

  NAMES OF REPORTING PERSONS

 

  IBP Holding Company

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Ohio

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  2,797,819

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  2,797,819

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,797,819 (See Item 4(a))

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  9.8% (See Item 4(b))

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  HC

 

3

CUSIP No. 45780R101

 

  1.    

  NAMES OF REPORTING PERSONS

 

  PJAM IBP Holdings, Inc.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Ohio

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  2,797,819

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  2,797,819

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  2,797,819 (See Item 4(a))

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  9.8% (See Item 4(b))

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  CO

 

4

CUSIP No. 45780R101

 

  1.    

  NAMES OF REPORTING PERSONS

 

  Installed Building Systems, Inc.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)

  (a)  ☐        (b)  ☒

 

  3.  

  SEC USE ONLY

 

  4.  

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5.    

  SOLE VOTING POWER

 

  0

   6.  

  SHARED VOTING POWER

 

  1,641,194

   7.  

  SOLE DISPOSITIVE POWER

 

  0

   8.  

  SHARED DISPOSITIVE POWER

 

  1,641,194

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  1,641,194 (See Item 4(a))

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions)

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

  5.7% (See Item 4(b))

12.  

  TYPE OF REPORTING PERSON (see instructions)

 

  CO

 

5

CUSIP No. 45780R101

 

Item 1.

 

  (a)

Name of Issuer

Installed Building Products, Inc.

 

  (b)

Address of Issuer’s Principal Executive Offices

495 S. High Street, Suite 50

Columbus, OH 43215

Item 2.

 

  (a)

Name of Person Filing

This statement is filed by:

Mr. Jeffrey W. Edwards;

IBP Holding Company (“IBP Holding”);

PJAM IBP Holdings, Inc. (“PJAM”); and

Installed Building Systems, Inc. (“IBS” and, together with IBP Holding and PJAM, the “Edwards Investor Entities”);

Mr. Edwards and the Edwards Investor Entities have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.

 

  (b)

Address of the Principal Office or, if none, residence

For Mr. Edwards and each Edwards Investor Entity:

c/o Installed Building Products, Inc.

495 South High Street, Suite 50

Columbus, OH 43215

 

  (c)

Citizenship

Mr. Edwards is a citizen of the United States of America. IBP Holding and PJAM are corporations incorporated under the laws of the State of Ohio. Installed Building Systems, Inc. is a corporation incorporated under the laws of the State of Delaware.

 

  (d)

Title of Class of Securities

Common Stock, par value $0.01

 

  (e)

CUSIP Number

45780R101

 

Item 3.

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

Not Applicable

 

6

CUSIP No. 45780R101

 

Item 4.

Ownership.

Jeffrey W. Edwards

(a) Amount beneficially owned: 4,938,208

(b) Percent of class: 17.3%*

(c)(i) Sole power to vote or to direct the vote: 152,379

(c)(ii) Shared power to vote or to direct the vote: 4,785,829

(c)(iii) Sole power to dispose or to direct the disposition of: 152,379

(c)(iv) Shared power to dispose or to direct the disposition of: 4,785,829

Mr. Edwards has voting and dispositive power over the shares directly held by PJAM and IBS. Additionally, Mr. Edwards may be deemed to have shared power to vote or dispose of 346,816 shares held in trusts for the benefit of Mr. Edwards’ children. Tremont FT, Inc. is the trustee of the trusts. Mr. Edwards disclaims any beneficial ownership of shares in which he does not have a pecuniary interest.

IBP Holding Company

(a) Amount beneficially owned: 2,797,819

(b) Percent of class: 9.8%*

(c)(i) Sole power to vote or to direct the vote: 0

(c)(ii) Shared power to vote or to direct the vote: 2,797,819

(c)(iii) Sole power to dispose or to direct the disposition of: 0

(c)(iv) Shared power to dispose or to direct the disposition of: 2,797,819

IBP Holding is the sole shareholder of PJAM and is deemed to have voting and dispositive power over the shares directly held by PJAM.

PJAM IBP Holdings, Inc.

(a) Amount beneficially owned: 2,797,819

(b) Percent of class: 9.8%*

(c)(i) Sole power to vote or to direct the vote: 0

(c)(ii) Shared power to vote or to direct the vote: 2,797,819

(c)(iii) Sole power to dispose or to direct the disposition of: 0

(c)(iv) Shared power to dispose or to direct the disposition of: 2,797,819

Installed Building Systems, Inc.

(a) Amount beneficially owned: 1,641,194

(b) Percent of class: 5.7%*

(c)(i) Sole power to vote or to direct the vote: 0

(c)(ii) Shared power to vote or to direct the vote: 1,641,194

(c)(iii) Sole power to dispose or to direct the disposition of: 0

(c)(iv) Shared power to dispose or to direct the disposition of: 1,641,194

 

*

The percentage amount is based on 28,603,412 shares of Common Stock outstanding as of October 27, 2022 as indicated by the Issuer’s Form 10-Q filed on November 3, 2022 with the Securities and Exchange Commission for the quarter ended September 30, 2022.

 

Item 5.

Ownership of Five Percent or Less of a 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 five percent of the class of securities, check the following  ☐.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable

 

7

CUSIP No. 45780R101

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

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.

Not Applicable

 

8

CUSIP No. 45780R101

 

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.

 

Date: January 27, 2023    

/s/ Jeffrey W. Edwards

    Jeffrey W. Edwards (Individually)
    IBP HOLDING COMPANY
    By:  

/s/ Jeffrey W. Edwards

      Jeffrey W. Edwards
      President
    PJAM IBP HOLDINGS, INC.
    By:  

/s/ Jeffrey W. Edwards

      Jeffrey W. Edwards
      President
    INSTALLED BUILDING SYSTEMS, INC.
    By:  

/s/ Jeffrey W. Edwards

      Jeffrey W. Edwards
      President

 

9

EX-99.1 2 d412816dex991.htm EX-99.1 EX-99.1

EXHIBIT 99.1

JOINT FILING STATEMENT

The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

 

Date: January 27, 2023    

/s/ Jeffrey W. Edwards

    Jeffrey W. Edwards (Individually)
    IBP HOLDING COMPANY
    By:  

/s/ Jeffrey W. Edwards

      Jeffrey W. Edwards
      President
    PJAM IBP HOLDINGS, INC.
    By:  

/s/ Jeffrey W. Edwards

      Jeffrey W. Edwards
      President
    INSTALLED BUILDING SYSTEMS, INC.
    By:  

/s/ Jeffrey W. Edwards

      Jeffrey W. Edwards
      President

 

10