SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* CD&R Associates VIII, Ltd. (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/20/2009	3. Issuer Name and Ticker or Trading Symbol NCI BUILDING SYSTEMS INC [ NCS ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Cumulative Conv. Participating Preferred Stock	(1)	(2)	Common Stock	196,109,194	$1.2748(3)	I	See note.(4)(5)

1. Name and Address of Reporting Person* CD&R Associates VIII, Ltd. (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CLAYTON DUBILIER & RICE FUND VIII LP (Last) (First) (Middle) C/O CLAYTON & DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R FRIENDS & FAMILY FUND VIII LP (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R ASSOCIATES VIII, LP (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* CD&R Investment Associates VIII, Ltd. (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, INC. 375 PARK AVENUE, 18TH FLOOR (Street) NEW YORK NY 10152 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Holder of Series B Cumulative Convertible Participating Preferred Stock (the "Series B Stock") has the right at any time to convert the Series B Stock into shares of Issuer's Common Stock to the extent that there is a sufficient number of authorized and unissued (or issued and included in treasury) and otherwise unreserved shares of Common Stock.

2. On or after the tenth anniversary of closing on 10/20/2009, (i) holder of Series B Stock has right to redeem all, but not less than all, of its Series B Stock and (ii) Issuer has right to redeem all, but not less than all, shares of issued and outstanding Series B Stock. Holder has the right to redeem all, but not less than all, of its Series B Stock upon certain change of control events. Series B Stock automatically converts upon certain business combinations.

3. Initial conversion price, subject to certain adjustments.

4. Clayton, Dubilier & Rice Fund VIII, L.P. ("Fund VIII") directly owns 249,651 shares of Series B Stock and CD&R Friends & Family Fund VIII, L.P. ("Friends Fund VIII") directly owns 349 shares of Series B Stock. As general partner of both Fund VIII and Friends Fund VIII, CD&R Associates VIII, Ltd. may be deemed to own indirectly a total of 250,000 shares of Series B stock.

5. CD&R Associates VIII, Ltd. is a wholly-owned subsidiary of CD&R Associates VIII, L.P., of which CD&R Investment Associates VIII, Ltd. is the general partner.

	CD&R Associates VIII, Ltd. By: Theresa A. Gore, VP, Treas. and Asst. Sec.	10/30/2009
	Clayton, Dubilier & Rice Fund VIII, L.P. By: CD&R Associates VIII, Ltd., its general partner By: Theresa A. Gore, VP, Treas. and Asst. Sec.	10/30/2009
	CD&R Friends & Family Fund VIII, L.P. By: CD&R Associates VIII, Ltd., its general partner By:Theresa A. Gore, VP, Treas. and Asst. Sec.	10/30/2009
	CD&R Associates VIII, L.P. By: CD&R Investment Associates VIII, Ltd., its general partner By:Theresa A. Gore, VP, Treas. and Asst. Sec.	10/30/2009
	CD&R Investment Associates VIII, Ltd. By: Theresa A. Gore, VP, Treas. and Asst. Sec.	10/30/2009
	** Signature of Reporting Person	Date
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