0001104659-22-082917.txt : 20220726 0001104659-22-082917.hdr.sgml : 20220726 20220726214235 ACCESSION NUMBER: 0001104659-22-082917 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220725 FILED AS OF DATE: 20220726 DATE AS OF CHANGE: 20220726 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Theroux Katy CENTRAL INDEX KEY: 0001618571 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14315 FILM NUMBER: 221108680 MAIL ADDRESS: STREET 1: 10943 N. SAM HOUSTON PARKWAY W. CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Cornerstone Building Brands, Inc. CENTRAL INDEX KEY: 0000883902 STANDARD INDUSTRIAL CLASSIFICATION: PREFABRICATED METAL BUILDINGS & COMPONENTS [3448] IRS NUMBER: 760127701 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5020 WESTON PARKWAY STREET 2: SUITE 400 CITY: CARY STATE: NC ZIP: 27513 BUSINESS PHONE: (888) 975-9436 MAIL ADDRESS: STREET 1: 5020 WESTON PARKWAY STREET 2: SUITE 400 CITY: CARY STATE: NC ZIP: 27513 FORMER COMPANY: FORMER CONFORMED NAME: NCI BUILDING SYSTEMS INC DATE OF NAME CHANGE: 19930328 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL COMPONENTS INCORPORATED DATE OF NAME CHANGE: 19600201 4 1 tm2221436-15_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-25 1 0000883902 Cornerstone Building Brands, Inc. CNR 0001618571 Theroux Katy 5020 WESTON PARKWAY, SUITE 400 CARY NC 27513 0 1 0 0 Executive VP, Chief HR Officer Common Stock, $0.01 par value 2022-07-25 4 D 0 159760 24.65 D 0 D Option (Right to Buy) 12.16 2022-07-25 4 D 0 122393 12.49 D 2028-11-16 Common Stock, $0.01 par value 122393 0 D Option (Right to Buy) 4.52 2022-07-25 4 D 0 66038 20.13 D 2030-03-16 Common Stock, $0.01 par value 66038 0 D Option (Right to Buy) 13.78 2022-07-25 4 D 0 36570 10.87 D 2031-03-15 Common Stock, $0.01 par value 36570 0 D Disposed of in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 5, 2022 (the "Merger Agreement"), by and among the Issuer, Camelot Return Intermediate Holdings, LLC ("Parent") and Camelot Return Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of Parent (the "Surviving Corporation"). At the effective time of the Merger (the "Effective Time"), in accordance with the Merger Agreement, each share of Issuer common stock, par value $0.01 per share (a "Share") outstanding immediately prior to the Effective Time of the Merger (other than certain excluded shares), was converted into the right to receive cash in an amount equal to $24.65 in cash per Share (the "Merger Consideration"), without interest and subject to any required withholding taxes. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any Shares. Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise). The stock option provided for vesting in five equal annual installments beginning on November 16, 2019. Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise). The stock option provided for vesting in three equal annual installments beginning on March 16, 2021. Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise). The stock option provided for vesting in three equal annual installments beginning on March 15, 2022. /s/ Peter Talosig (by power of attorney) 2022-07-26