NCI BUILDING SYSTEMS INC 4
4 · NCI BUILDING SYSTEMS INC · Filed Mar 16, 2012
Insider Transaction Report
Form 4
CD&R Associates VIII, Ltd.
10% Owner
Transactions
- Other
Series B Cumulative Conv. Participating Preferred Stock
2012-03-15+8,924.762→ 301,459.453 total(indirect: See Note)Exercise: $6.37→ Common Stock (1,400,182 underlying)
Footnotes (9)
- [F1]This conversion price ("Conversion Price") is calculated based on an initial conversion price of $1.2748 adjusted to give effect to the 1 for 5 reverse stock split of the issuer's common stock that became effective on March 5, 2010 (the "Reverse Stock Split").
- [F2]On March 15, 2012, the board of directors of the issuer (the "Board") declared, and the issuer paid, an aggregate of 8924.7622 shares of Series B Cumulative Convertible Participating Preferred Stock (the "Series B Stock") to Clayton, Dubilier & Rice Fund VIII, LP ("Fund VIII") and CD&R Friends & Family Fund VIII, LP ("F&F VIII"), which represent the dividend accrual to Fund VIII and F&F VIII as holders of Preferred Stock pursuant to the Certificate of Designations (as defined below) for the period from December 16, 2011 to March 15, 2012.
- [F3]Pursuant to the Certificate of Designations, Preferences and Rights (the "Certificate of Designations") of the Series B Stock, the Series B Stock accrues dividend at a rate of 12% per annum or, if paid in cash on the applicable Dividend Payment Date (as defined below), 8% per annum, compounding quarterly and payable in kind or in cash (at the option of the Board), if, as, and when declared by the Board on March 15, June 15, September 15 and December 15 of each year beginning on December 15, 2009 (each, a "Dividend Payment Date").
- [F4]The Certificate of Designations also provides that (i) the holders of Series B Stock have the right to vote such Series B Stock on an as converted basis, and (ii) the Series B Stock is convertible into shares of common stock of the issuer at any time at the option of the holders of Series B Stock at a rate equal to the liquidation preference of such Series B Stock plus any accrued and unpaid dividends divided by the Conversion Price (see note 1 above for discussion of the Conversion Price).
- [F5]In addition, pursuant to the Certificate of Designations, the Series B Stock dividends accrued for the period from October 21, 2009 until December 29, 2009 are payable in cash only. Such dividends have not been declared by the Board and have not yet been paid to the holders of Series B Stock. Such dividends amount to $5,774,610.52. Until such cash dividends are paid to the holders of Series B Stock, they will be convertible into additional shares of the issuer's common stock pursuant to the conversion formula set forth in the paragraph above.
- [F6]Holders of Series B Stock have the right at any time to convert the Series B Stock into shares of the issuer's common stock to the extent that there is a sufficient number of authorized and unissued (or issued and included in treasury) and otherwise unreserved shares of common stock.
- [F7]On or after the tenth anniversary of the closing on October 20, 2009, (i) holders of the Series B Stock have the right to redeem all, but not less than all, of their Series B Stock and (ii) the issuer has the right to redeem all but not less than all, shares of issued and outstanding Series B Stock. Holders have the right to redeem all, but not less than all, of their Series B Stock upon certain change of control events. Series B Stock automatically converts upon the occurrence of certain business combinations.
- [F8]Fund VIII directly owns 300,700.3983 shares of the Series B Stock and F&F VIII directly owns 759.0544 shares of the Series B Stock. As general partner of both Fund VIII and F&F VIII, CD&R Associates VIII, Ltd. may be deemed to own directly a total 301,459.4527 shares of Series B Stock. CD&R Associates VIII, L.P., CD&R Associates VIII, Ltd. and CD&R Investment Associates VIII, Ltd. expressly disclaim beneficial ownership of the shares held by Fund VIII and F&F VIII.
- [F9]CD&R Associates VIII, Ltd. is a wholly-owned subsidiary of CD&R Associates VIII, L.P., of which CD&R Investment Associates VIII, Ltd. is the general partner.