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