Amended Statement of Ownership (sc 13g/a)
February 14 2014 - 1:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Quanex Building Products Corporation
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(Name of Issuer)
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Common
Stock
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(Title of Class of Securities)
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747619104
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(CUSIP Number)
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December
31, 2013
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the
rule pursuant to which this Schedule is filed:
x
Rule
13d-1(b)
o
Rule
13d-1(c)
o
Rule
13d-1(d)
*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 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).
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CUSIP No. 747619104
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SCHEDULE 13G/A
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Page 2
of 10 Pages
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1
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NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Praesidium Investment Management Company, LLC
20-0302413
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
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, United States
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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
2,315,198
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,441,448
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,441,448
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.56%
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12
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TYPE OF REPORTING PERSON (See Instructions)
PN/ IA
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CUSIP
No. 747619104
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SCHEDULE 13G/A
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Page 3
of 10 Pages
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1
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NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peter Uddo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
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
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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
2,315,198
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,441,448
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,441,448
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.56%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 747619104
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SCHEDULE 13G/A
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Page 4
of 10 Pages
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1
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NAME OF REPORTING
PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Kevin Oram
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a)
o
(b)
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
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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
2,315,198
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
2,441,448
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,441,448
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.56%
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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CUSIP No. 747619104
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SCHEDULE 13G/A
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Page 5
of 10 Pages
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This Schedule 13G/A (this "Schedule
13G/A") is being filed on behalf of Praesidium Investment Management Company, LLC, a Delaware limited liability company (the
"Management Company"), Peter Uddo and Kevin Oram (collectively, the "Reporting Persons"). Each of Mr. Uddo and Mr. Oram serve
as a principal of the Management Company. The Management Company serves as an adviser to certain private investment funds and
managed accounts (the "Funds"). This Schedule 13G/A relates to shares of Common Stock (the "Common Stock") of Quanex Building Products Corporation, a Delaware corporation (the "Issuer") held by the Funds.
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Item 1.
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(a) Name of Issuer
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Quanex Building Products Corporation
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(b) Address of Issuer’s Principal
Executive Offices
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1800 West Loop South, Suite 1500
Houston,
Texas 77027
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Item 2.
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(a) Name of Person Filing
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(i)
Praesidium Investment Management Company ("Management Company")
(ii) Peter Uddo
(iii) Kevin Oram
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(b) Address
of Principal Business Office, or, if none, Residence
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For all Reporting Persons:
747 Third Avenue
New York, NY 10017
(i) The Management Company is a Delaware limited liability company.
(ii) Peter Uddo is a United States citizen.
(iii) Kevin
Oram is a United States citizen.
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(d) Title of Class of Securities
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Common Stock
747619104
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CUSIP No. 747619104
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SCHEDULE 13G/A
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Page 6
of 10 Pages
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Item 3. 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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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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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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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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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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x
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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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¨
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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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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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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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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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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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CUSIP No. 747619104
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SCHEDULE 13G/A
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Page
7 of 10 Pages
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Item
4. Ownership
Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
1. Praesidium Investment Management Company
(a) Amount beneficially
owned: 2,441,448
(b) Percent of class: 6.56%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 2,315,198
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 2,441,448
(iv) Shared power to dispose
or to direct the disposition of: 0
2. Peter Uddo
(a) Amount beneficially
owned: 2,441,448
(b) Percent of class: 6.56%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 2,315,198
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 2,441,448
(iv) Shared power to dispose
or to direct the disposition of: 0
3. Kevin Oram
(a) Amount beneficially owned:
2,441,448
(b) Percent of class: 6.56%
(c) Number of shares as to which
the person has:
(i) Sole power to vote
or to direct the vote: 2,315,198
(ii) Shared power to vote
or to direct the vote: 0
(iii) Sole power to dispose
or to direct the disposition of: 2,441,448
(iv) Shared power to dispose
or to direct the disposition of: 0
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CUSIP
No. 747619104
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SCHEDULE 13G/A
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Page
8 of 10 Pages
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Item
5. Ownership of Five Percent or Less of a Class
Not Applicable
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable
Item
8. Identification and Classification of Members of the Group
Not Applicable
Item
9. Notice of Dissolution of Group
Not Applicable
Item
10. Certification
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.
Exhibits
Exhibit 99.1
Joint Filing Agreement, dated February 14, 2014, by and among the Reporting Persons.
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CUSIP No. 747619104
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SCHEDULE 13G/A
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Page 9
of 10 Pages
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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.
Dated: February 14, 2014
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Praesidium Investment Management Company, LLC
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By:
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Kevin Oram
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Name:
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Kevin Oram
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Title:
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Managing Member
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By:
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Peter Uddo
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Name:
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Peter Uddo
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By:
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Kevin Oram
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Name:
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Kevin Oram
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CUSIP No. 747619104
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SCHEDULE 13G/A
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Page 10
of 10 Pages
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EXHIBIT 99.1
JOINT FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint
filing on behalf of each of them of a Statement on Schedule 13G/A (including any and all amendments thereto) with respect to
the Common Stock of Quanex Building Products Corporation, and further agree that this Joint Filing Agreement shall be included as an
Exhibit to such joint filings.
The
undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G/A and
any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided,
however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such
party knows or has reason to believe that such information is inaccurate.