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

Role
Executive VP, Chief HR Officer
Signature
/s/ Peter Talosig (by power of attorney)
Stock symbol
CNR
Transactions as of
Jul 25, 2022
Transactions value $
-$7,193,633
Form type
4
Date filed
7/26/2022, 09:42 PM
Previous filing
Mar 16, 2022

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 -$3.94M -160K -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 -$1.53M -122K -100% $12.49 0 Jul 25, 2022 Common Stock, $0.01 par value 122K $12.16 Direct F3, F4
transaction CNR Option (Right to Buy) Disposed to Issuer -$1.33M -66K -100% $20.13 0 Jul 25, 2022 Common Stock, $0.01 par value 66K $4.52 Direct F5, F6
transaction CNR Option (Right to Buy) Disposed to Issuer -$398K -36.6K -100% $10.87 0 Jul 25, 2022 Common Stock, $0.01 par value 36.6K $13.78 Direct F7, F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Katy Theroux 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, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash 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 and (ii) 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,
F4 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, and 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 five equal annual installments beginning on November 16, 2019.
F5 Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash 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 and (ii) 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,
F6 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, and 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 March 16, 2021.
F7 Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested stock option was cancelled and converted into the right to receive an amount in cash 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 and (ii) 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,
F8 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, and 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 March 15, 2022.