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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Forward sale contract (potential obligation to sell) | (4) (5) (6) | 05/30/2024 | J(4)(5)(6) | 250,000 | (7) | (7) | Common Stock | 250,000 | (4) (5) (6) | 250,000 | I | See footnote (8) | |||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Edwards Jeffrey W. C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS, OH 43215 |
X | X | President, CEO and Chairman | |
| Installed Building Systems, Inc. C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS, OH 43215 |
Director by Deputization | |||
| /s/ Michael T. Miller, Attorney-in-Fact | 05/31/2024 | |
| **Signature of Reporting Person | Date | |
| /s/ Michael T. Miller, Attorney-in-Fact for Installed Building Systems, Inc. | 05/31/2024 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | These securities are held directly by Installed Building Systems, Inc. ("IBS"). The Reporting Person, other than IBS, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Reporting Persons remain the beneficial owners of all Pledged Shares, as defined in Footnote 4, reported in Table II to the extent of his or its pecuniary interest therein. The Reporting Person, other than IBS, is the sole beneficial owner of the shares reported in Table I as directly owned. |
| (2) | These securities are held directly by PJAM IBP Holdings, Inc. ("PJAM"). The Reporting Persons disclaim beneficial ownership in the reported securities except to the extent of his or its pecuniary interest therein. IBP Holding Company is the sole shareholder of PJAM. |
| (3) | These securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
| (4) | IBS entered into two prepaid variable forward sale contracts with an unaffiliated third party buyer. IBS pledged an aggregate of 250,000 shares (the "Pledged Shares") of Installed Building Products, Inc. common stock ("Common Stock") to secure its obligations under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contracts obligate IBS to deliver to the buyer, on the applicable settlement date for each of the 12 components, up to one hundred percent (100%) of the number of Pledged Shares for such component or, at IBS' option, an equivalent amount of cash. |
| (5) | (Continued from Footnote 4) The number of shares of Common Stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the closing price of the Common Stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $195.2611 (the "Floor Price"), IBS will deliver to the buyer all of the Pledged Shares for the applicable component; (b) if such Settlement Price is greater than the Floor Price but less than or equal to $246.6456 (the "Cap Price"), IBS will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and |
| (6) | (Continued from Footnote 5) (c) if such Settlement Price is greater than the Cap Price, IBS will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. In connection with the entry into the forward contracts, IBS is entitled to receive aggregate net cash payments (amounts receivable by it upon entry into the forward contract) of $42,777,596. |
| (7) | Each component is exercisable on the same date as it expires, and the expiration dates for the components occur from August 14, 2025 to August 22, 2025 under one contract and from March 9, 2026 to March 13, 2026 under the other contract. |
| (8) | These securities are held directly by IBS. The Reporting Person, other than IBS, disclaims beneficial ownership in the reported securities except to the extent of his pecuniary interest therein. |
| Remarks: The Reporting Persons currently retain ownership of all shares of Installed Building Products, Inc. common stock that are subject to the Pledge Agreement and rights related thereto, including all voting rights. |
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