Rose Lee - Jul 25, 2022 Form 4 Insider Report for Cornerstone Building Brands, Inc. (CNR)

Role: PRESIDENT & CEO, Director
Signature: /s/ Peter Talosig (by power of attorney)
Stock symbol: CNR
Transactions as of: Jul 25, 2022
Transactions value $: -$6,407,311
Form type: 4
Date filed: 7/26/2022, 09:40 PM
Previous filing: Apr 27, 2022
Next filing: Jan 5, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CNR	Common Stock, $0.01 par value	Disposed to Issuer	-$4.52M	-183K	-100%	$24.65	0	Jul 25, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	CNR	Option (Right to Buy)	Disposed to Issuer	-$1.89M	-262K	-100%	$7.20	0	Jul 25, 2022	Common Stock, $0.01 par value	262K	$17.45	Direct	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rose Lee is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Disposed of in connection with the transactions contemplated by the Agreement and Plan of Merger, dated as of March 5, 2022 (the "Merger Agreement"), by and among the Issuer, Camelot Return Intermediate Holdings, LLC ("Parent") and Camelot Return Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a subsidiary of Parent (the "Surviving Corporation").
F2	At the effective time of the Merger (the "Effective Time"), in accordance with the Merger Agreement, each share of Issuer common stock, par value $0.01 per share (a "Share") outstanding immediately prior to the Effective Time of the Merger (other than certain excluded shares), was converted into the right to receive cash in an amount equal to $24.65 in cash per Share (the "Merger Consideration"), without interest and subject to any required withholding taxes. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any Shares.
F3	Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, if any, of the Merger Consideration over the exercise price per share of such stock option and (y) the number of Shares subject to such stock option. Such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise). The stock option provided for vesting in three equal annual installments beginning on September 15, 2022.