FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

CD&R Investment Associates X, Ltd.

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/16/2018 

3. Issuer Name and Ticker or Trading Symbol

NCI BUILDING SYSTEMS INC [NCS]

(Last)        (First)        (Middle)

C/O CLAYTON, DUBILIER & RICE, LLC, 375 PARK AVENUE, 18TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

NEW YORK, NY 10152       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock, $0.01 par value   39128929   (1) I   By affiliate   (2)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  39,128,929 shares of common stock, par value $0.01 per share (the "Common Shares"), of the Issuer were issued to CD&R Pisces Holdings, L.P. ("CD&R Holdings") on November 16, 2018 in a single issuance by the Issuer upon consummation of a merger transaction pursuant to which Ply Gem Parent, LLC ("Ply Gem") merged with and into the Issuer, with the Issuer continuing its existence as a corporation organized under the laws of the State of Delaware.
(2)  CD&R Investment Associates X, Ltd. ("CD&R Holdings GP"), as the general partner of CD&R Holdings, may be deemed to beneficially own the Common Shares of which CD&R Holdings has beneficial ownership as shown in Table 1 of this Form 3. CD&R Holdings GP expressly disclaims beneficial ownership of such Common Shares. Investment and voting decisions with respect to the Common Shares held by CD&R Holdings or CD&R Holdings GP are made by an investment committee comprised of more than ten investment professionals of Clayton, Dubilier & Rice, LLC (the "Investment Committee"). All members of the Investment Committee also expressly disclaim beneficial ownership of the Common Shares of which CD&R Holdings has beneficial ownership as shown in Table 1 of this Form 3.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
CD&R Investment Associates X, Ltd.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10152

X

CD&R Pisces Holdings, L.P.
C/O CLAYTON, DUBILIER & RICE, LLC
375 PARK AVENUE, 18TH FLOOR
NEW YORK, NY 10152

X


Signatures
CD&R Investment Associates X, Ltd.: By: /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary 11/26/2018
** Signature of Reporting Person Date

CD&R Pisces Holdings, L.P.: By: CD&R Investment Associates X, Ltd., its general partner; By: /s/ Theresa A. Gore, Vice President, Treasurer and Assistant Secretary 11/26/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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