0001209191-16-154689.txt : 20161212 0001209191-16-154689.hdr.sgml : 20161212 20161212160945 ACCESSION NUMBER: 0001209191-16-154689 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161209 FILED AS OF DATE: 20161212 DATE AS OF CHANGE: 20161212 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: 162046392 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: 162046393 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: 162046394 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 2016-12-09 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 Capped Call Option (right to buy) 20.00 2016-12-09 4 H 0 1 D Common Stock 196660 0 I See footnote Capped Call Option (right to buy) 32.00 2016-12-09 4 P 0 1 A Common Stock 196660 1 I See footnote Capped Call (right to buy) 20.00 2016-12-09 4 H 0 1 D Common Stock 167540 0 I See footnote Capped Call (right to buy) 32.00 2016-12-09 4 P 0 1 A Common Stock 167540 1 I See footnote The Call Option has a capped upside participation price to the Reporting Person of $40 (the "Old Option Cap Price"). If there would have been cash settlement of the Call Option, the Reporting Person would have received 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 Old Option Cap Price and (ii) the reference price (which is the average weighted average price, per share, of the underlying shares as reported by the exchange at the expiration time on the expiration date) and (B) the exercise price. This Call Option is referred to as the "Old Call Option." Prior to the opening of trading on the New York Stock Exchange on December 9, 2016, each of IBP Holding Company and Installed Building Systems, Inc. cancelled its Old Call Option and purchased its New Call Option (as defined below in footnote 6). The cancellation of the Old Call Option and the purchase of the New Call Option occurred simultaneously with respect to both IBP Holding Company and Installed Building Systems, Inc. (i.e., the four transactions with respect to which this footnote relates occurred simultaneously). The same person acts as the counterparty to both the Old Call Option and the New Call Option. IBP Holding Company received $3,325,521 for the cancellation of its Old Call Option. Installed Building Systems, Inc. received $2,833,101 for the cancellation of its Old Call Option. IBP Holding Company purchased its New Call Option for $2,054,744. Installed Building Systems, Inc. purchased its New Call Option for $1,750,492. Effectively, IBP Holding Company exchanged its Old Call Option for its New Call Option and $1,270,777 in cash and Installed Building Systems, Inc. exchanged its Old Call Option for its New Call Option and $1,082,609 in cash. The Call Option is a European-style call option that consists of 196,660 shares with 9,833 shares becoming exercisable and expiring on each of June 1, 2017; June 2, 2017; June 5, 2017; June 6, 2017; June 7, 2017; June 8, 2017; June 9, 2017; June 12, 2017; June 13, 2017; June 14, 2017; June 15, 2017; June 16, 2017; June 19, 2017; June 20, 2017; June 21, 2017; June 22, 2017; June 23, 2017; June 26, 2017; June 27, 2017; and June 28, 2017. The Call Option is held by IBP Holding Company. The Reporting Persons, other than IBP Holding Company, disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. The Call Option has a capped upside participation price to the Reporting Person of $50 (the "Cap Price"). Upon cash settlement of the Call Option, the Reporting Person 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 of the closing prices of the underlying shares as reported by the exchange at the expiration time on the valuation dates) and (B) the exercise price. The valuation dates consist of the expiration date and the nineteen business days immediately preceding the expiration date, subject to adjustment. This Call Option is referred to as the "New Call Option." The Call Option is a European-style call option that consists of 196,660 shares becoming exercisable and expiring on April 16, 2018. The Call Option is a European-style call option that consists of 167,540 shares with 8,377 shares becoming exercisable and expiring on each of June 1, 2017; June 2, 2017; June 5, 2017; June 6, 2017; June 7, 2017; June 8, 2017; June 9, 2017; June 12, 2017; June 13, 2017; June 14, 2017; June 15, 2017; June 16, 2017; June 19, 2017; June 20, 2017; June 21, 2017; June 22, 2017; June 23, 2017; June 26, 2017; June 27, 2017; and June 28, 2017. The Call Option is held by Installed Building Systems, Inc. The Reporting Persons, other than Installed Building Systems, Inc., disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. The Call Option is a European-style call option that consists of 167,540 shares becoming exercisable and expiring on April 16, 2018. Shelley A. McBride, Attorney-in-Fact for Jeffrey W. Edwards 2016-12-12 Shelley A. McBride, Attorney-in-Fact for Installed Building Systems, Inc. 2016-12-12 Shelley A. McBride, Attorney-in-Fact for IBP Holding Company 2016-12-12