UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)
1
Quanex
Building Products Corporation
(Name
of Issuer)
Common Stock
,
$0.01 par value
(Title of Class of Securities)
747619104
(CUSIP Number)
Praesidium
Investment Management Company, LLC
1411 Broadway – 29th Floor
New York, NY 10018
Tel. No.: (212) 821-1495
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
October 9, 2018
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box
¨
.
Note:
Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.
See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
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
on 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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1
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NAME OF REPORTING PERSON
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Praesidium Investment Management Company, LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (Funds from Investment Advisory Clients)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,483,225
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,580,180
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,580,180
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%
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14
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TYPE OF REPORTING PERSON
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IA
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1
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NAME OF REPORTING PERSON
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Kevin Oram
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (Funds from Investment Advisory Clients)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,483,225
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,580,180
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,580,180
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%
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14
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TYPE OF REPORTING PERSON
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IN, HC
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1
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NAME OF REPORTING PERSON
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Peter Uddo
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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OO (Funds from Investment Advisory Clients)
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States of America
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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1,483,225
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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1,580,180
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,580,180
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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4.8%
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14
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TYPE OF REPORTING PERSON
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IN, HC
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THE SCHEDULE 13D
This Amendment No.
3 supplements the information set forth in the Schedule 13D filed on behalf of (i) Praesidium Investment Management Company, LLC,
a Delaware limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium
and Mr. Oram, the “Reporting Persons”) with the United States Securities and Exchange Commission (the “SEC”)
on April 13, 2015, as amended and supplemented by Amendment No. 1 filed with the SEC on July 21, 2015 and Amendment No. 2
filed with the SEC on December 15, 2015 (the “Schedule 13D”), relating to shares of common stock, $0.01 par value (“Common
Stock”), of Quanex Building Products Corporation, a Delaware corporation (the “Issuer”). All capitalized terms
contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information
given in response to each item shall be deemed incorporated by reference in all other items, as applicable.
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Item 2.
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Identity and Background.
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Item 2(a) of
the Schedule 13D is hereby amended and restated as follows:
(a) This statement
is filed by: (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”),
(ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram, the “Reporting Persons”).
Praesidium, in its
capacity as investment manager to certain managed accounts and investment fund vehicles on behalf of investment advisory clients
(collectively, the “Accounts”), has sole power to vote 1,483,225 shares of Common Stock held in the Accounts and to
dispose of 1,580,180 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and
Peter Uddo may be deemed to control Praesidium.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and
restated as follows:
The net investment costs
(including commissions, if any) of the shares of Common Stock directly owned by the Accounts is approximately $19.01 per share.
The source of these funds for the Accounts was their working capital.
Purchases of some securities
for certain Accounts were effected through margin accounts maintained with brokers, which may extend margin credit as and when
required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules
and the brokers’ credit policies. In such instances, the positions held in the margin accounts may be pledged as collateral
security for the repayment of debit balances in the accounts.
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Item 4.
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Purpose of Transaction.
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Item 4 of the Schedule 13D
is hereby amended to add the following:
On October 9, 2018, the Reporting
Persons entered into a Share Repurchase Agreement with the Issuer (the “Agreement”). Pursuant to the terms of the Agreement,
the Issuer agreed to purchase from Praesidium 1,900,000 shares of Common Stock held in the Accounts at a price of $16.86 per share.
In addition, pursuant to
the terms of the Agreement, the Reporting Persons agreed to certain standstill provisions, among other things, effective from and
after the date of the Agreement and through and including the date of the Issuer’s annual meeting of stockholders (or any
adjournment or postponement thereof) in 2021. The standstill provisions generally prohibit the Reporting Persons from taking specified
actions with respect to the Issuer and its securities, including, among others: (i) soliciting, participating in, or encouraging
any solicitation of proxies with respect to the voting of any securities of the Issuer; (ii) seeking, alone or in concert with
others, the election or appointment to, or nomination of any candidate to, or removal of any member of, the Board of Directors
of the Issuer (the “Board”); (iii) acting alone or in concert with others to control or seek to control, or knowingly
influence, the management, the Board or the policies of the Issuer; (iv) forming or joining in a partnership, limited partnership,
syndicate or other group with respect to any securities of the Issuer; or (v) seeking or proposing any merger, consolidation, business
combination, tender or exchange offer, sale or purchase of assets, dissolution, restructuring, recapitalization or similar transaction
involving the Issuer or its subsidiaries.
The foregoing description
of the Agreement is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 99.1 hereto and is incorporated
herein by reference.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is hereby
amended and restated as follows:
(a) - (b) The
Reporting Persons beneficially own 1,580,180 shares of Common Stock, which represents approximately 4.8% of the Issuer’s
outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule
13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by each Reporting Person
as of October 11, 2018 as set forth in this Schedule 13D, by (ii) the 35,164,811 shares of Common Stock outstanding as of
September 4, 2018, according to the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on September 7, 2018, less
the 1,900,000 shares of Common Stock that were repurchased by the Issuer pursuant to the Agreement defined and described in Item
4 above.
Praesidium, in its
capacity as investment manager to the Accounts, has sole power to vote 1,483,225 shares of Common Stock and the power to dispose
of 1,580,180 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo
may be deemed to beneficially own the Common Stock held in the Accounts.
(c) Other than the
sale of Common Stock by Praesidium on behalf of the Accounts pursuant to the Agreement defined and described in Item 4 above, the
Reporting Persons have not entered into any transactions in the Issuer’s securities during the last 60 days.
(d) Not Applicable.
(e) As of October
9, 2018, the Reporting Persons ceased to beneficially own more than 5% of the outstanding shares of Common Stock of the Issuer.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
.
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Item 6 is hereby amended
to add the following:
On October 9, 2018,
the Reporting Persons and the Issuer entered into the Agreement defined and described in Item 4 above and attached as Exhibit 99.1
hereto.
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Item 7.
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Material to be Filed as Exhibits
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Item 7 is hereby amended to add the
following exhibit:
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99.1
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Share Repurchase Agreement between Praesidium Investment Management Company LLC, Kevin Oram, and
Peter Uddo and Quanex Building Products Corporation, dated October 9, 2018.
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: October 11, 2018
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PRAESIDIUM INVESTMENT MANAGEMENT COMPANY, LLC
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By:
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/s/ 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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KEVIN ORAM
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By:
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/s/ Kevin Oram
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PETER UDDO
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By:
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/s/ Peter Uddo
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