0000899243-17-026763.txt : 20171117 0000899243-17-026763.hdr.sgml : 20171117 20171117153133 ACCESSION NUMBER: 0000899243-17-026763 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171114 FILED AS OF DATE: 20171117 DATE AS OF CHANGE: 20171117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ GERALD W CENTRAL INDEX KEY: 0001275599 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210804 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OAH Wind LLC CENTRAL INDEX KEY: 0001381649 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210803 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: BP EI LLC CENTRAL INDEX KEY: 0001723111 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210797 BUSINESS ADDRESS: BUSINESS PHONE: 740-223-7662 MAIL ADDRESS: STREET 1: 165 WEST CENTER ST. STREET 2: SUITE 401 CITY: MARION STATE: OH ZIP: 43302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONEX CORP CENTRAL INDEX KEY: 0000937226 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210805 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: New PCo II Investments, Ltd. CENTRAL INDEX KEY: 0001593408 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210798 BUSINESS ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2S1 BUSINESS PHONE: (416) 874-1213 MAIL ADDRESS: STREET 1: C/O ONEX CORPORATION STREET 2: 161 BAY STREET CITY: TORONTO STATE: A6 ZIP: M5J 2S1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex Advisor Subco LLC CENTRAL INDEX KEY: 0001544357 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210799 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: 48TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5J 2S1 BUSINESS PHONE: (416) 874-1213 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: 48TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5J 2S1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Onex American Holdings Subco LLC CENTRAL INDEX KEY: 0001544358 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210800 BUSINESS ADDRESS: STREET 1: 161 BAY STREET STREET 2: 48TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5J 2S1 BUSINESS PHONE: (416) 874-1213 MAIL ADDRESS: STREET 1: 161 BAY STREET STREET 2: 48TH FLOOR CITY: TORONTO STATE: A6 ZIP: M5J 2S1 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210802 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 Advisor Subco III LLC CENTRAL INDEX KEY: 0001695911 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38000 FILM NUMBER: 171210801 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 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 STATE OF INCORPORATION: DE 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 4/A 1 doc4a.xml FORM 4/A SUBMISSION X0306 4/A 2017-11-14 2017-11-16 0 0001674335 JELD-WEN Holding, Inc. JELD 0000937226 ONEX CORP C/O ONEX CORPORATION 161 BAY STREET TORONTO A6 M5J 2S1 ONTARIO, CANADA 0 0 1 0 0001275599 SCHWARTZ GERALD W 161 BAY STREET 49TH FLOOR 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 0001544358 Onex American Holdings Subco LLC C/O ONEX CORPORATION 161 BAY STREET TORONTO Z4 M5J 2S1 CANADA (FEDERAL LEVEL) 0 0 1 0 0001544357 Onex Advisor Subco LLC C/O ONEX CORPORATION 161 BAY STREET TORONTO Z4 M5J 2S1 CANADA (FEDERAL LEVEL) 0 0 1 0 0001593408 New PCo II Investments, Ltd. C/O ONEX CORPORATION 161 BAY STREET TORONTO Z4 M5J 2S1 CANADA (FEDERAL LEVEL) 0 0 1 0 0001723111 BP EI LLC C/O ONEX CORPORATION 161 BAY STREET TORONTO Z4 M5J 2S1 CANADA (FEDERAL LEVEL) 0 0 1 0 Common Stock 2017-11-14 4 S 0 10865042 32.7375 D 10865042 D Common Stock 2017-11-14 4 S 0 481073 32.7375 D 481073 D Common Stock 2017-11-14 4 S 0 1118932 32.7375 D 1118932 D Common Stock 2017-11-16 4 S 0 7586315 32.7375 D 3278727 D Common Stock 2017-11-16 4 S 0 781274 32.7375 D 337658 D Onex Corporation, and Mr. Gerald W. Schwartz, may be deemed to beneficially own the common stock held by (a) 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, (b) 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, (c) Onex American Holdings Subco 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 and (d) BP EI 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. Mr. Gerald W. Schwartz may be deemed to beneficially own the common stock held by (a) Onex Advisor Subco III LLC, through (Continued from Footnote 1) Mr. Schwartz's indirect ownership or 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, (b) Onex Advisor Subco LLC, through Mr. Schwartz's indirect ownership or 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 and (c) New PCo II Investments Ltd., through Mr. Schwartz's indirect ownership or control of 1597257 Ontario Inc., which owns all of the equity of New PCo II Investments Ltd. (Continued from Footnote 2) Mr. Gerald W. Schwartz, the Chairman, President and Chief Executive Officer of Onex Corporation, indirectly 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 10,865,042 shares previously owned by OAH Wind LLC and transferred to Onex American Holdings Subco LLC as described in footnote (5) below. Represents 10,865,042 shares directly owned by Onex American Holdings Subco LLC, which owns all of the equity of OAH Wind LLC (and which was already a beneficial owner of the shares previously held by OAH Wind LLC), transferred by OAH Wind LLC to Onex American Holdings Subco LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by Onex American Holdings Subco LLC are reported as beneficially owned by each of Onex American Holdings Subco 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. (Continued from Footnote 5) As of November 14, 2017, OAH Wind LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16. Represents 481,073 shares previously owned by BP EI II LLC and transferred to BP EI LLC as described in footnote (8) below. Represents 481,073 shares directly owned by BP EI LLC, which owns all of the equity of BP EI II LLC (and which was already a beneficial owner of the shares previously held by BP EI II LLC), transferred by BP EI II LLC to BP EI LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by BP EI LLC are reported as beneficially owned by each of BP EI 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. (Continued from Footnote 8) As of November 14, 2017, BP EI II LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16. Represents 1,118,932 shares previously owned by Onex Advisor Subco III LLC and transferred to Onex Advisor Subco LLC as described in footnote (11) below. Represents 1,118,932 shares directly owned by Onex Advisor Subco LLC, which owns all of the equity of Onex Advisor Subco III LLC (and which was already a beneficial owner of the shares previously held by Onex Advisor Subco III LLC), transferred by Onex Advisor Subco III LLC to Onex Advisor Subco LLC pursuant to an internal reorganization that took place on November 14, 2017. All of the shares owned by Onex Advisor Subco LLC are reported as beneficially owned by each of Onex Advisor Subco LLC and Gerald W. Schwartz. As of November 14, 2017, Onex Advisor Subco III LLC no longer directly or beneficially owns shares of common stock of JELD-WEN Holding, Inc. and is no longer subject to Section 16. Represents 7,586,315 shares previously owned by Onex American Holdings Subco LLC and transferred to Onex Corporation, the ultimate parent of Onex American Holdings Subco LLC (and which was already a beneficial owner of such shares by virtue of its indirect ownership of Onex American Holdings Subco LLC), pursuant to an internal reorganization that took place on November 16, 2017. All of the shares owned by Onex Corporation are reported as beneficially owned by 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 3,278,727 shares directly owned by Onex American Holdings Subco LLC after the completion of the internal reorganizations that took place on November 14, 2017 and November 16, 2017. All of the shares owned by Onex American Holdings Subco LLC are reported as beneficially owned by each of Onex American Holdings Subco 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 781,274 shares previously owned by Onex Advisor Subco LLC and transferred to New PCo II Investments, Ltd., which owns all of the equity of Onex Advisor Subco LLC (and which was already a beneficial owner of such shares by virtue of its direct ownership of Onex Advisor Subco LLC), pursuant to an internal reorganization that took place on November 16, 2017. All of the shares owned by New PCo II Investments, Ltd. are reported as beneficially owned by each of New PCo II Investments, Ltd. and Gerald W. Schwartz. Represents 337,658 shares directly owned by Onex Advisor Subco LLC after the completion of the internal reorganizations that took place on November 14, 2017 and November 16, 2017. All of the shares owned by Onex Advisor Subco LLC are reported as beneficially owned by each of Onex Advisor Subco LLC, New PCo II Investments, Ltd. and Gerald W. Schwartz. Reporting Persons are filing this amendment to Form 4, which was initially filed on November 16, 2017, in order to add BP EI LLC as an Additional Reporting Person since its access codes to the Securities and Exchange Commission's EDGAR system were not available at the time of filing. This amendment does not change any of the information disclosed on the Form 4, which includes the direct holdings of BP EI LLC. Onex Corporation, By: /s/Andrea E. Daly, Name: Andrea E. Daly, Title: Managing Director, General Counsel and Secretary 2017-11-17 /s/Andrea E. Daly, Andrea E. Daly, attorney-in-fact for Gerald W. Schwartz 2017-11-17 OAH Wind LLC, By: /s/Matthew Ross, Name: Matthew Ross, Title: Director 2017-11-17 BP EI II LLC, By: /s/Matthew Ross, Name: Matthew Ross, Title: Director 2017-11-17 Onex Advisor Subco III LLC, By: /s/Joel Greenberg, Name: Joel Greenberg, Title: Director 2017-11-17 Onex American Holdings Subco LLC, By: /s/Matthew Ross, Name: Matthew Ross, Title: Director 2017-11-17 Onex Advisor Subco LLC, By: /s/Joel Greenberg, Name: Joel Greenberg, Title: Director 2017-11-17 New PCo II Investments, Ltd., By: /s/Michelle Iskander, Name: Michelle Iskander, Title: Secretary 2017-11-17 BP EI LLC, By: /s/Matthew Ross, Name: Matthew Ross, Title: Director 2017-11-17