0001209191-16-128323.txt : 20160616
0001209191-16-128323.hdr.sgml : 20160616
20160616193313
ACCESSION NUMBER: 0001209191-16-128323
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160614
FILED AS OF DATE: 20160616
DATE AS OF CHANGE: 20160616
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: 161718669
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: 161718670
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: 161718671
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
2016-06-14
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
2016-06-14
4
X
0
18457
A
18457
I
IBP Holding Company
Common Stock, $0.01 par value per share
2016-06-14
4
J
0
18457
D
0
I
IBP Holding Company
Common Stock, $0.01 par value per share
2016-06-14
4
X
0
15723
A
3556605
I
Installed Building Systems, Inc.
Common Stock, $0.01 par value per share
2016-06-14
4
J
0
15723
D
3540882
I
Installed Building Systems, Inc.
Common Stock, $0.01 par value per share
2016-06-15
4
X
0
18457
A
18457
I
IBP Holding Company
Common Stock, $0.01 par value per share
2016-06-15
4
J
0
18457
D
0
I
IBP Holding Company
Common Stock, $0.01 par value per share
2016-06-15
4
X
0
15723
A
3556605
I
Installed Building Systems, Inc.
Common Stock, $0.01 par value per share
2016-06-15
4
J
0
15723
D
3540882
I
Installed Building Systems, Inc.
Common Stock, $0.01 par value per share
2016-06-16
4
X
0
18457
A
18457
I
IBP Holding Company
Common Stock, $0.01 par value per share
2016-06-16
4
J
0
18457
D
0
I
IBP Holding Company
Common Stock, $0.01 par value per share
2016-06-16
4
X
0
15723
A
3556605
I
Installed Building Systems, Inc.
Common Stock, $0.01 par value per share
2016-06-16
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
2016-06-14
4
X
0
1
0.00
D
Common Stock
18457
1
I
IBP Holding Company
Capped Call Option (Right to Buy)
20.00
2016-06-14
4
X
0
1
0.00
D
Common Stock
15723
1
I
Installed Building Systems, Inc.
Capped Call Option (right to buy)
20.00
2016-06-15
4
X
0
1
0.00
D
Common Stock
18457
1
I
IBP Holding Company
Capped Call Option (right to buy)
20.00
2016-06-15
4
X
0
1
0.00
D
Common Stock
15723
1
I
Installed Building Systems, Inc.
Capped Call Option (right to buy)
20.00
2016-06-16
4
X
0
1
0.00
D
Common Stock
18457
1
I
IBP Holding Company
Capped Call Option (right to buy)
20.00
2016-06-16
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
2016-06-16
/s/ Shelley A. McBride, Attorney-in-Fact for Installed Building Systems, Inc.
2016-06-16
/s/ Shelley A. McBride, Attorney-in-Fact for IBP Holding Company
2016-06-16