Filing Details

the “CI Partnerships”), is wholly-owned by FJI LLC, which is wholly-owned and controlled by Frederick J. Iseman.  Holdings, FJI LLC and Frederick J. Iseman may be deemed to be the beneficial owner of shares of Common Stock held by the CI Partnerships.

 

As of December 31, 2017, CI Partnership I may be deemed to be the beneficial owner of 12,354,586 shares of Common Stock and CI Partnership II may be deemed to be the beneficial owner of 38,078,567 shares of Common Stock, which, in each case, includes the 2,368,955 Management Shares.

As of December 31, 2017, Holdings and FJI LLC may each be deemed to be the beneficial owner of 48,064,198 shares of Common Stock, consisting of the 9,985,631 shares of Common Stock held by CI Partnership I, the 35,709,612 shares of Common Stock held by CI Partnership II and the 2,368,955 Management Shares.

As of December 31, 2017, Frederick J. Iseman, by virtue of his control of Holdings, may be deemed to be the beneficial owner of 48,089,198 shares of Common Stock, consisting of his direct ownership of 25,000 shares of Common Stock, the 9,985,631 shares of Common Stock held by CI Partnership I, the 35,709,612 shares of Common Stock held by CI Partnership II and the 2,368,955 Management Shares. Mr. Iseman disclaims any beneficial ownership of these shares of Common Stock, except to the extent of his personal pecuniary interest therein.

Each of Holdings, FJI LLC and Frederick J. Iseman may be deemed to be the beneficial owner of approximately 68.4% of the total percentage of the voting power of the Common Stock and CI Partnership I and CI Partnership II may be deemed to be the beneficial owner of approximately 17.6% and 54.2%, respectively, of the total percentage of the voting power of the Common Stock.

 

On May 22, 2013, in connection with the initial public offering of the Issuer, the CI Partnerships, certain members of the Issuer’s management (“Management Stockholders” and, together with the CI Partnerships, the “Pre-IPO Stockholders”), the Issuer and Ply Gem Prime Holdings, Inc. entered into a second amended and restated stockholders’ agreement (the “Stockholders Agreement”).  Under the Stockholders Agreement, the CI Partnerships (or if such partnerships are dissolved, Holdings) are entitled to nominate a number of directors to the Issuer’s board of directors (rounded up to the nearest whole number) equal to the percentage of the Issuer’s common stock beneficially owned by the Pre-IPO Stockholders (assuming the exercise or conversion of all outstanding options (whether vested or unvested) and convertible or exchangeable securities held by the Pre-IPO Stockholders).  Under the Stockholders Agreement, each of the Pre-IPO Stockholders has agreed to vote all shares of the Issuer’s voting stock held by it as directed by the CI Partnerships (or if such partnerships are dissolved, Holdings) in any voting matter before the Issuer’s stockholders including, without limitation, elections of directors (including the directors nominated by the CI Partnerships), amendments to the Issuer’s certificate of incorporation, approvals of mergers and other transactions or stockholder proposals, whether in an annual stockholder meeting, special stockholder meeting or an action by written consent.  The Stockholders Agreement is filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-35930) filed with the SEC on May 29, 2013, and the foregoing summary is qualified in its entirety by the terms thereof.

Given the terms of the Stockholders Agreement, the Reporting Persons, together with the Management Stockholders, may be deemed to constitute a “group” that for the purposes of Section 13(d)(3) of the Act that, as of the date hereof, collectively beneficially owns approximately 48,064,198 shares, or approximately 68.4%, of the Issuer’s outstanding shares of Common Stock.  Each Reporting Person disclaims beneficial ownership of shares of Common Stock other than the shares directly held by such Reporting Person.

RAJACONDA HOLDINGS, INC.,

its General Partner