0001839882-23-015296.txt : 20230612 0001839882-23-015296.hdr.sgml : 20230612 20230612181338 ACCESSION NUMBER: 0001839882-23-015296 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230608 FILED AS OF DATE: 20230612 DATE AS OF CHANGE: 20230612 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ONTARIO TEACHERS PENSION PLAN BOARD CENTRAL INDEX KEY: 0000937567 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39322 FILM NUMBER: 231009673 BUSINESS ADDRESS: STREET 1: 5650 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M2M 4H5 BUSINESS PHONE: 4167305300 MAIL ADDRESS: STREET 1: 5650 YONGE STREET CITY: TORONTO STATE: A6 ZIP: M2M 4H5 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AZEK Co Inc. CENTRAL INDEX KEY: 0001782754 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 901017663 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1330 W FULTON STREET, #350 CITY: CHICAGO STATE: IL ZIP: 60607 BUSINESS PHONE: 877-275-2935 MAIL ADDRESS: STREET 1: 1330 W FULTON STREET, #350 CITY: CHICAGO STATE: IL ZIP: 60607 FORMER COMPANY: FORMER CONFORMED NAME: CPG Newco LLC DATE OF NAME CHANGE: 20190717 4 1 azek_form4-061223.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP X0407 4 2023-06-08 0 0001782754 AZEK Co Inc. AZEK 0000937567 ONTARIO TEACHERS PENSION PLAN BOARD 5650 YONGE STREET 3RD FLOOR TORONTO A6 M2M 4H5 ONTARIO, CANADA 1 0 0 0 0 Class A Common Stock, par value $0.001 per share 2023-06-08 2023-06-08 4 X 0 1050000 24.36 D 6275990 D Class A Common Stock, par value $0.001 per share 2023-06-09 2023-06-09 4 S 0 4886250 25.70 D 1389740 D Option (obligation to sell) 2023-06-08 4 X 0 1050000 D Class A Common Stock 1050000 0 D Disposition pursuant to an underwriting agreement, dated May 16, 2023 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock pursuant to the final prospectus dated May 16, 2023 and filed with the U.S. Securities and Exchange Commission on May 18, 2023 pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended, which offering was consummated on May 16, 2023 (the "Offering"). The Underwriting Agreement granted the underwriter an option to purchase an additional 1,050,000 shares of Class A Common Stock (the "Option") at the same price as the sale price to the underwriter in the Offering within 30 days from the date of Underwriting Agreement. On June 8, 2023, the underwriter exercised the Option in full. The reported securities are owned by OTPP. Mr. Ashfaq Qadri may be deemed to have power to dispose of or convert the shares held by OTPP because of a delegation of authority from the Board of Directors of OTPP; however, approval of disposition decisions is made by senior personnel within the capital markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPP in accordance with internal proxy voting guidelines. As such, Nr. Qadri expressly disclaims beneficial ownership of such shares. For as long as OTPP held at least 5% of the total outstanding shares of the Issuer, OTPP had the right to nominate directors for election to the board of directors of the Issuer pursuant to a stockholders agreement, dated June 11, 2020, by and among the Issuer, Ares Corporate Opportunities Fund IV, L.P. ("ACOF IV") and OTPP. OTPP and ACOF IV had previously jointly nominated one director to the Issuer's board of directors, and OTPP has nominated one director. As a result of the Offering, OTPP will no longer hold more than 5% of the outstanding shares of Class A Common Stock and will therefore no longer be entitled to nominate directors to the Board. OTPP's current director nominees will continue in their respective positions until their successors are duly elected. Accordingly, OTPP may be deemed to be a director by deputization until such time. /s/ Jonathan Law, Managing Director, Corporate & Investments Compliance 2023-06-12