0000899243-17-002811.txt : 20170203
0000899243-17-002811.hdr.sgml : 20170203
20170203203853
ACCESSION NUMBER: 0000899243-17-002811
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170201
FILED AS OF DATE: 20170203
DATE AS OF CHANGE: 20170203
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Advisor Subco III LLC
CENTRAL INDEX KEY: 0001695911
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573864
BUSINESS ADDRESS:
STREET 1: ONEX CORPORATION 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2125822211
MAIL ADDRESS:
STREET 1: ONEX CORPORATION 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: OAH Wind LLC
CENTRAL INDEX KEY: 0001381649
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573866
BUSINESS ADDRESS:
STREET 1: 424 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: 212-582-2211
MAIL ADDRESS:
STREET 1: 424 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX PARTNERS III PV LP
CENTRAL INDEX KEY: 0001446974
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573867
BUSINESS ADDRESS:
STREET 1: C/O ONEX PARTNERS MANAGER LP
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-582-2211
MAIL ADDRESS:
STREET 1: C/O ONEX PARTNERS MANAGER LP
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex US Principals LP
CENTRAL INDEX KEY: 0001297369
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573868
BUSINESS ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
BUSINESS PHONE: (416) 362-7711
MAIL ADDRESS:
STREET 1: 421 LEADER STREET
CITY: MARION
STATE: OH
ZIP: 43302
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX PARTNERS III LP
CENTRAL INDEX KEY: 0001435855
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573871
BUSINESS ADDRESS:
STREET 1: C/O ONEX PARTNERS MANAGER LP
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-582-2211
MAIL ADDRESS:
STREET 1: C/O ONEX PARTNERS MANAGER LP
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHWARTZ GERALD W
CENTRAL INDEX KEY: 0001275599
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573872
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BP EI II LLC
CENTRAL INDEX KEY: 0001696217
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573865
BUSINESS ADDRESS:
STREET 1: ONEX CORPORATION 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 2125822211
MAIL ADDRESS:
STREET 1: ONEX CORPORATION 712 FIFTH AVENUE
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX BP CO-INVEST LP
CENTRAL INDEX KEY: 0001544345
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573870
BUSINESS ADDRESS:
STREET 1: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-582-2211
MAIL ADDRESS:
STREET 1: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ONEX CORP
CENTRAL INDEX KEY: 0000937226
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573873
BUSINESS ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: P O BOX 700
CITY: TORONTO ONTARIO CANA
STATE: A6
MAIL ADDRESS:
STREET 1: 161 BAY STREET
STREET 2: P O BOX 700
CITY: TORONTO ONTARIO CANA
STATE: A6
FORMER NAME:
FORMER CONFORMED NAME: ONEX CORP ET AL
DATE OF NAME CHANGE: 19950209
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: JELD-WEN Holding, Inc.
CENTRAL INDEX KEY: 0001674335
STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430]
IRS NUMBER: 931273278
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 440 S. CHURCH STREET
STREET 2: SUITE 400
CITY: CHARLOTTE
STATE: NC
ZIP: 28202
BUSINESS PHONE: 704-378-5700
MAIL ADDRESS:
STREET 1: 440 S. CHURCH STREET
STREET 2: SUITE 400
CITY: CHARLOTTE
STATE: NC
ZIP: 28202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Onex Partners III GP LP
CENTRAL INDEX KEY: 0001506665
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38000
FILM NUMBER: 17573869
BUSINESS ADDRESS:
STREET 1: C/O ONEX INVESTMENT CORP.
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
BUSINESS PHONE: 212-582-2211
MAIL ADDRESS:
STREET 1: C/O ONEX INVESTMENT CORP.
STREET 2: 712 FIFTH AVENUE, 40TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10019
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-02-01
0
0001674335
JELD-WEN Holding, Inc.
JELD
0000937226
ONEX CORP
161 BAY STREET
SUITE 4900
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001275599
SCHWARTZ GERALD W
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001435855
ONEX PARTNERS III LP
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001544345
ONEX BP CO-INVEST LP
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001506665
Onex Partners III GP LP
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001297369
Onex US Principals LP
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001446974
ONEX PARTNERS III PV LP
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001381649
OAH Wind LLC
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001696217
BP EI II LLC
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
0001695911
Onex Advisor Subco III LLC
C/O ONEX CORPORATION 161 BAY STREET
TORONTO
A6
M5J 2S1
ONTARIO, CANADA
0
0
1
0
Common Stock
2017-02-01
4
C
0
39634015
A
42764371
D
Common Stock
2017-02-01
4
C
0
5357600
A
5780447
D
Common Stock
2017-02-01
4
C
0
1056438
A
1131251
D
Common Stock
2017-02-01
4
C
0
530921
A
573070
D
Common Stock
2017-02-01
4
C
0
505398
A
545315
D
Common Stock
2017-02-01
4
C
0
14803140
A
15979880
D
Common Stock
2017-02-01
4
C
0
655441
A
707543
D
Common Stock
2017-02-01
4
C
0
127605
A
137683
D
Common Stock
2017-02-01
4
C
0
1524464
A
1645682
D
Common Stock
2017-02-01
4
S
0
6477273
21.5625
D
62787969
D
Each share of Series A-1, Series A-2 and Series A-3 of the Series A Preferred Stock was converted into 1.567086, 1.416214 and 1.140649 shares of common stock, respectively. In each case, 78.5%, 5.0% and 16.5% of the reported shares of common stock represent the shares issued upon conversion of the Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock, respectively.
Onex Corporation, and Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) Onex Partners III LP, through Onex Corporation's ownership of all of the common stock of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III LP, (b) Onex BP Co-Invest LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex BP Co-Invest LP, (c) Onex Partners III GP LP, through Onex Corporation's ownership of all of the equity of Onex Partners GP Inc., the general partner of Onex Partners III GP LP, (d) Onex US Principals LP, through Onex Corporation's ownership of all of the common stock of Onex American Holdings GP LLC, the general partner of Onex US Principals LP,
(continued from footnote 2) (e) Onex Partners III PV LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP, the general partner of Onex Partners III PV LP, (f) OAH Wind LLC, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of Onex American Holdings Subco LLC, which owns all of the equity of OAH Wind LLC, (g) BP EI II LLC, through Onex Corporation's ownership of all of the equity of Onex American Holdings II LLC, which owns all of the equity of BP EI LLC, which owns all of the equity of BP EI II LLC, and (h) Onex Partners III Select LP, through Onex Corporation's ownership of all of the equity of Onex Partners Manager GP ULC, the general partner of Onex Partners Manager LP, the agent of Onex Partners III GP LP,
(continued from footnote 3) the general partner of Onex Partners III Select LP. Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by Onex Advisor Subco III LLC, through Mr. Schwartz's control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd., which owns all of the equity of Onex Advisor Subco LLC, which owns all of the equity of Onex Advisor Subco III LLC. Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, owns shares representing a majority of the voting rights of the shares of Onex Corporation and as such may be deemed to beneficially own all of the common stock beneficially owned by Onex Corporation. Mr. Schwartz disclaims such beneficial ownership, except to the extent of his pecuniary interest therein.
Represents shares directly owned by Onex Partners III LP. All of the shares owned by Onex Partners III LP are reported as beneficially owned by each of Onex Partners III LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares directly owned by Onex BP Co-Invest LP. All of the shares owned by Onex BP Co-Invest LP are reported as beneficially owned by each of Onex BP Co-Invest LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares directly owned by Onex Partners III GP LP. All of the shares owned by Onex Partners III GP LP are reported as beneficially owned by each of Onex Partners III GP LP, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares directly owned by Onex US Principals LP. All of the shares owned by Onex US Principals LP are reported as beneficially owned by each of Onex US Principals LP, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares directly owned by Onex Partners III PV LP. All of the shares owned by Onex Partners III PV LP are reported as beneficially owned by each of Onex Partners III PV LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares directly owned by OAH Wind LLC. All of the shares owned by OAH Wind LLC are reported as beneficially owned by each of OAH Wind LLC, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares directly owned by BP EI II LLC. All of the shares owned by BP EI II LLC are reported as beneficially owned by each of BP EI II LLC, Onex Corporation and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares directly owned by Onex Partners III Select LP. All of the shares owned by Onex Partners III Select LP are reported as beneficially owned by each of Onex Partners III Select LP, Onex Corporation, Onex Partners III GP LP and Gerald W. Schwartz, notwithstanding the fact that each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz has a pecuniary interest in less than 100% of such shares. Each of Onex Corporation, Onex Partners III GP LP and Mr. Schwartz disclaims beneficial ownership of these securities except to the extent of its or his pecuniary interest therein, and the inclusion of such shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
Represents shares directly owned by Onex Advisor Subco III LLC. All of the shares owned by Onex Advisor Subco III LLC are reported as beneficially owned by Gerald W. Schwartz.
Comprised of: (i) 3,999,069 shares of common stock sold directly by Onex Partners III LP; (ii) 540,553 shares of common stock sold directly by Onex BP Co-Invest LP; (iii) 105,788 shares of common stock sold directly by Onex Partners III GP LP; (iv) 53,590 shares of common stock sold directly by Onex US Principals LP; (v) 50,995 shares of common stock sold directly by Onex Partners III PV LP; (vi) 1,494,343 shares of common stock sold directly by OAH Wind LLC; (vii) 66,165 shares of common stock sold directly by BP EI II LLC; (viii) 12,875 shares of common stock sold directly by Onex Partners III Select LP; and (ix) 153,895 shares of common stock sold directly by Onex Advisor Subco III LLC. The shares of common stock were sold pursuant to the Underwriting Agreement, dated January 27, 2017, entered into in connection with the Issuer's initial public offering.
Comprised of: (i) 38,765,302 shares of common stock held directly by Onex Partners III LP; (ii) 5,239,894 shares of common stock held directly by Onex BP Co-Invest LP; (iii) 1,025,463 shares of common stock held directly by Onex Partners III GP LP; (iv) 519,480 shares of common stock held directly by Onex US Principals LP; (v) 494,320 shares of common stock held directly by Onex Partners III PV LP; (vi) 14,485,537 shares of common stock held directly by OAH Wind LLC; (vii) 641,378 shares of common stock held directly by BP EI II LLC; (viii) 124,808 shares of common stock held directly by Onex Partners III Select LP; and (ix) 1,491,787 shares of common stock held directly by Onex Advisor Subco III LLC.
Onex Corporation, By: /s/ Andrea E. Daly, Managing Director, General Counsel and Secretary, By: /s/ Christopher A. Govan, Chief Financial Officer
2017-02-03
By: s/ Donald Lewtas, Donald Lewtas, attorney-in-fact for Gerald W. Schwartz
2017-02-03
Onex Partners III LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director
2017-02-03
Onex BP Co-Invest LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director
2017-02-03
Onex Partners III GP LP, By: Onex Partners GP Inc., its General Partner, By: /s/ Joshua Hausman, Vice President, By: /s/ Matthew Ross, Vice President
2017-02-03
Onex US Principals LP, By: Onex American Holdings GP LLC, its General Partner, By: /s/ Joshua Hausman, Director
2017-02-03
Onex Partners III PV LP, By: Onex Partners III GP LP, its General Partner, By: Onex Partners Manager LP, its Agent, By: Onex Partners Manager GP ULC, its General Partner, By: /s/ Joshua Hausman, Managing Director, By: /s/ Matthew Ross, Managing Director
2017-02-03
OAH Wind LLC, By: /s/ Joshua Hausman, Director
2017-02-03
BP EI II LLC, By: /s/ Joshua Hausman, Director
2017-02-03
Onex Advisor Subco III LLC, By: /s/ Joel Greenberg, Director, By: /s/ Marci Settle, Director
2017-02-03