- Amended Statement of Ownership (SC 13G/A)
February 14 2012 - 4:14PM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Quanex Building Products Corporation
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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o
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Rule 13d-1(d)
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 747619104
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gates Capital Management, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware corporation
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,260,833 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,260,833 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,260,833 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 8.9% as of the date of this filing (based on 36,807,213 shares of Common Stock issued and outstanding as of December 9, 2011)
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12.
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Type of Reporting Person (See Instructions)
CO, HC
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2
CUSIP No. 747619104
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Gates Capital Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware limited partnership
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,260,833 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,260,833 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,260,833 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 8.9% as of the date of this filing (based on 36,807,213 shares of Common Stock issued and outstanding as of December 9, 2011)
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12.
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Type of Reporting Person (See Instructions)
PN, HC
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3
CUSIP No. 747619104
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ECF Value Fund, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware limited partnership
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,260,833 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,260,833 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,260,833 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 8.9% as of the date of this filing (based on 36,807,213 shares of Common Stock issued and outstanding as of December 9, 2011)
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12.
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Type of Reporting Person (See Instructions)
PN
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4
CUSIP No. 747619104
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ECF Value Fund II, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Delaware limited partnership
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,260,833 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,260,833 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,260,833 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 8.9% as of the date of this filing (based on 36,807,213 shares of Common Stock issued and outstanding as of December 9, 2011)
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12.
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Type of Reporting Person (See Instructions)
PN
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5
CUSIP No. 747619104
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
ECF Value Fund International, Ltd.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
British Virgin Islands company
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,260,833 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,260,833 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,260,833 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 8.9% as of the date of this filing (based on 36,807,213 shares of Common Stock issued and outstanding as of December 9, 2011)
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12.
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Type of Reporting Person (See Instructions)
CO
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6
CUSIP No. 747619104
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Jeffrey L. Gates
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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o
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
United States Citizen
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
3,260,833 shares of Common Stock
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
3,260,833 shares of Common Stock
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,260,833 shares of Common Stock
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
o
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11.
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Percent of Class Represented by Amount in Row (9)
Approximately 8.9% as of the date of this filing (based on 36,807,213 shares of Common Stock issued and outstanding as of December 9, 2011)
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12.
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Type of Reporting Person (See Instructions)
IN; HC
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7
Item 1.
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(a)
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Name of Issuer
Quanex Building Products Corporation
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(b)
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Address of Issuers Principal Executive Offices
1900 West Loop South, Suite 1500 Houston, Texas 77027
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Item 2.
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(a)
(b)
(c)
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Name of Person Filing
Address of Principal Business Office or, if none, Residence
Citizenship
Gates Capital Management, Inc.
1177 Ave. of the Americas, 32
nd
Floor
New York, New York 10036
Delaware corporation
Gates Capital Partners, L.P.
1177 Ave. of the Americas, 32
nd
Floor
New York, New York 10036
Delaware limited partnership
ECF Value Fund, L.P.
c/o Gates Capital Management, Inc.
1177 Ave. of the Americas, 32
nd
Floor
New York, New York 10036
Delaware limited partnership
ECF Value Fund II, L.P.
c/o Gates Capital Management, Inc.
1177 Ave. of the Americas, 32
nd
Floor
New York, New York 10036
Delaware limited partnership
ECF Value Fund International, Ltd.
c/o Harneys Westwood & Riegels
Craigmuir Chambers
P.O. Box 71
Road Town, Tortola
British Virgin Islands
British Virgin Islands company
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8
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Jeffrey L. Gates
c/o Gates Capital Management, Inc.
1177 Ave. of the Americas, 32
nd
Floor
New York, New York 10036
United States citizen
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(d)
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Title of Class of Securities
Common Stock
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(e)
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CUSIP Number
747619104
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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o
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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o
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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o
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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o
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Group, in accordance with § 240.13d1(b)(1)(ii)(J).
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9
Item 4.
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Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Gates Capital Management, Inc.
Gates Capital Partners, L.P.
ECF Value Fund, L.P.
ECF Value Fund II, L.P.
ECF Value Fund International, Ltd.
Jeffrey L. Gates
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(a)
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Amount beneficially owned:
3,260,833 shares of Common Stock
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(b)
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Percent of class:
Approximately 8.9% as of the date of this filing (based on 36,807,213 shares of Common Stock issued and outstanding as of December 9, 2011)
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
0
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(ii)
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Shared power to vote or to direct the vote
3,260,833 shares of Common Stock
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(iii)
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Sole power to dispose or to direct the disposition of
0
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(iv)
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Shared power to dispose or to direct the disposition of
3,260,833 shares of Common Stock
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Item 5.
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Ownership of Five Percent or Less of a Class
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
o
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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NA
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10
Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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NA
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Item 8.
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Identification and Classification of Members of the Group
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NA
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Item 9.
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Notice of Dissolution of Group
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NA
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Item 10.
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Certification
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2012
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GATES CAPITAL MANAGEMENT, INC.
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GATES CAPITAL PARTNERS, L.P.
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By:
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Gates Capital Management, Inc.
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By:
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/s/ Jeffrey L. Gates
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Its Investment Manager
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Jeffrey L. Gates, President
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By:
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/s/ Jeffrey L. Gates
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Jeffrey L. Gates, President
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ECF VALUE FUND, L.P.
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ECF VALUE FUND II, L.P.
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By:
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Gates Capital Partners, L.P.
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By:
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Gates Capital Partners, L.P.
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Its General Partner
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Its General Partner
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By:
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Gates Capital Management, Inc.
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By:
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Gates Capital Management, Inc.
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Its Investment Manager
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Its Investment Manager
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By:
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/s/ Jeffrey L. Gates
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By:
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/s/ Jeffrey L. Gates
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Jeffrey L. Gates, President
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Jeffrey L. Gates, President
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ECF VALUE FUND INTERNATIONAL, LTD.
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JEFFREY L. GATES
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By:
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Gates Capital Management, Inc.
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Its Investment Manager
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By:
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/s/ Jeffrey L. Gates
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Jeffrey L. Gates
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By:
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/s/ Jeffrey L. Gates
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Jeffrey L. Gates, President
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12
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