0001209191-16-127507.txt : 20160613 0001209191-16-127507.hdr.sgml : 20160613 20160613215101 ACCESSION NUMBER: 0001209191-16-127507 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160609 FILED AS OF DATE: 20160613 DATE AS OF CHANGE: 20160613 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: IBP Holding Co CENTRAL INDEX KEY: 0001610199 STATE OF INCORPORATION: OH FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36307 FILM NUMBER: 161711932 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Installed Building Systems, Inc. CENTRAL INDEX KEY: 0001609975 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36307 FILM NUMBER: 161711933 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Edwards Jeffrey W. CENTRAL INDEX KEY: 0001598688 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36307 FILM NUMBER: 161711934 MAIL ADDRESS: STREET 1: C/O INSTALLED BUILDING PRODUCTS, INC. STREET 2: 495 SOUTH HIGH STREET, SUITE 50 CITY: COLUMBUS STATE: OH ZIP: 43215 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-06-09 0 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 1 1 1 0 President, CEO and Chairman 0001609975 Installed Building Systems, Inc. C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS OH 43215 1 0 1 1 Director by Deputization 0001610199 IBP Holding Co C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS OH 43215 1 0 1 1 Director by Deputization Common Stock, $0.01 par value per share 2016-06-09 4 X 0 18457 A 18457 I IBP Holding Company Common Stock, $0.01 par value per share 2016-06-09 4 J 0 18457 D 0 I IBP Holding Company Common Stock, $0.01 par value per share 2016-06-09 4 X 0 15723 A 3556605 I Installed Building Systems, Inc. Common Stock, $0.01 par value per share 2016-06-09 4 J 0 15723 D 3540882 I Installed Building Systems, Inc. Common Stock, $0.01 par value per share 2016-06-10 4 X 0 18457 A 18457 I IBP Holding Company Common Stock, $0.01 par value per share 2016-06-10 4 J 0 18457 D 0 I IBP Holding Company Common Stock, $0.01 par value per share 2016-06-10 4 X 0 15723 A 3556605 I Installed Building Systems, Inc. Common Stock, $0.01 par value per share 2016-06-10 4 J 0 15723 D 3540882 I Installed Building Systems, Inc. Common Stock, $0.01 par value per share 2016-06-13 4 X 0 18457 A 18457 I IBP Holding Company Common Stock, $0.01 par value per share 2016-06-13 4 J 0 18457 D 0 I IBP Holding Company Common Stock, $0.01 par value per share 2016-06-13 4 X 0 15723 A 3556605 I Installed Building Systems, Inc. Common Stock, $0.01 par value per share 2016-06-13 4 J 0 15723 D 3540882 I Installed Building Systems, Inc. Common Stock, $0.01 par value per share 472534 D Common Stock, $0.01 par value per share 4227819 I PJAM IBP Holdings, Inc. Common Stock, $0.01 par value per share 72496 I Trust Common Stock, $0.01 par value per share 72496 I Trust Common Stock, $0.01 par value per share 72496 I Trust Common Stock, $0.01 par value per share 72496 I Trust Capped Call Option (Right to Buy) 20.00 2016-06-09 4 X 0 1 0.00 D Common Stock 18457 1 I IBP Holding Company Capped Call Option (Right to Buy) 20.00 2016-06-09 4 X 0 1 0.00 D Common Stock 15723 1 I Installed Building Systems, Inc. Capped Call Option (right to buy) 20.00 2016-06-10 4 X 0 1 0.00 D Common Stock 18457 1 I IBP Holding Company Capped Call Option (right to buy) 20.00 2016-06-10 4 X 0 1 0.00 D Common Stock 15723 1 I Installed Building Systems, Inc. Capped Call Option (right to buy) 20.00 2016-06-13 4 X 0 1 0.00 D Common Stock 18457 1 I IBP Holding Company Capped Call Option (right to buy) 20.00 2016-06-13 4 X 0 1 0.00 D Common Stock 15723 1 I Installed Building Systems, Inc. Represents the automatic exercise and settlement of a cash-settled Call Option. Since the Call Option is cash-settled, the applicable Reporting Person did not acquire, dispose or otherwise transact in any shares of common stock. The applicable Reporting Person entered into the Call Option on June 12, 2014. Pursuant to the terms of the Call Option, which are further described in footnote 10, the counterparty to the Call Option paid to the applicable Reporting Person an amount in cash upon settlement. The amount paid in cash reflects the increase in the price per share of Issuer's common stock from the Call Option's exercise price of $20 per share. Pursuant to Section 16 of the Securities Exchange Act of 1934, the applicable Reporting Person was deemed for Section 16 purposes to have acquired common stock upon exercise at $20 per share and was deemed for Section 16 purposes to have disposed common stock to the counterparty at $32.50 per share, which represents the capped upside participation price of the Call Option to the applicable Reporting Person. However, because the Call Option was cash-settled, the applicable Reporting Person did not actually acquire, dispose or otherwise transact in any shares of common stock. These securities are held directly by IBP Holding Company. Mr. Edwards and Installed Building Systems, Inc. disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein. These securities are held directly by Installed Building Systems, Inc. Mr. Edwards and IBP Holding Company disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein. These securities are held directly by PJAM IBP Holdings, Inc. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein. The securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein. The securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein. The securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein. The securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim pecuniary interest in the reported securities except to the extent of their economic interest therein. The Call Option has a capped upside participation price to the holder of $32.50 (the "Cap Price"). Upon cash settlement of the Call Option, the holder could receive an amount equal to the product of (1) number of shares underlying the Call Option multiplied by (2) the difference between (A) the lower of (i) the Cap Price and (ii) the reference price (which is the average weighted average price, per share, of the underlying shares as reported by the New York Stock Exchange at the expiration time on the expiration date) and (B) the exercise price. The Call Option is a European-style call option that consists of 369,140 shares with 18,457 shares becoming exercisable and expiring on each of June 1, 2016; June 2, 2016; June 3, 2016; June 6, 2016; June 7, 2016; June 8, 2016; June 9, 2016; June 10, 2016; June 13, 2016; June 14, 2016; June 15, 2016; June 16, 2016; June 17, 2016; June 20, 2016; June 21, 2016; June 22, 2016; June 23, 2016; June 24, 2016; June 27, 2016; and June 28, 2016. The Call Option is a European-style call option that consists of 314,460 shares with 15,723 shares becoming exercisable and expiring on each of June 1, 2016; June 2, 2016; June 3, 2016; June 6, 2016; June 7, 2016; June 8, 2016; June 9, 2016; June 10, 2016; June 13, 2016; June 14, 2016; June 15, 2016; June 16, 2016; June 17, 2016; June 20, 2016; June 21, 2016; June 22, 2016; June 23, 2016; June 24, 2016; June 27, 2016; and June 28, 2016. /s/ Shelley A. McBride, Attorney-in-Fact for Jeffrey W. Edwards 2016-06-13 /s/ Shelley A. McBride, Attorney-in-Fact for Installed Building Systems, Inc. 2016-06-13 /s/ Shelley A. McBride, Attorney-in-Fact for IBP Holding Company 2016-06-13