Teachers Pension Ontario - May 16, 2023 Form 4 Insider Report for AZEK Co Inc. (AZEK)

Role
Director
Signature
/s/ Jonathan Law, Managing Director, Corporate & Investments Compliance
Stock symbol
AZEK
Transactions as of
May 16, 2023
Transactions value $
-$170,520,000
Form type
4
Date filed
5/18/2023, 06:49 PM
Previous filing
Feb 16, 2023
Next filing
Jun 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AZEK Class A Common Stock, par value $0.001 per share Sale -$171M -7M -48.86% $24.36 7.33M May 16, 2023 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Disposition pursuant to an underwriting agreement, dated May 16, 2023 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock pursuant to the final prospectus dated May 16, 2023 and filed with the U.S. Securities and Exchange Commission on May 18, 2023 pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended, which offering was consummated on May 16, 2023 (the "Offering"). In connection with the Offering, Ontario Teachers' Pension Plan Board ("OTPP") sold 7,000,000 shares of Class A Common Stock and also granted the underwriter an option to purchase an additional 1,050,000 shares of Class A Common Stock (the "Option") at the price listed in Table I above, which Option is exercisable for 30 days from the date of Underwriting Agreement. OTPP will report any further sales pursuant to the Option on Form 4.
F2 The reported securities are owned by OTPP. Mr. Ashfaq Qadri may be deemed to have power to dispose of or convert the shares held by OTPP because of a delegation of authority from the Board of Directors of OTPP; however, approval of disposition decisions is made by senior personnel within the capital markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPP in accordance with internal proxy voting guidelines. As such, Nr. Qadri expressly disclaims beneficial ownership of such shares.

Remarks:

For as long as OTPP held at least 5% of the total outstanding shares of the Issuer, OTPP had the right to nominate directors for election to the board of directors of the Issuer pursuant to a stockholders agreement, dated June 11, 2020, by and among the Issuer, Ares Corporate Opportunities Fund IV, L.P. ("ACOF IV") and OTPP. OTPP and ACOF IV had previously jointly nominated one director to the Issuer's board of directors, and OTPP has nominated one director. As a result of the Offering, OTPP will no longer hold more than 5% of the outstanding shares of Class A Common Stock and will therefore no longer be entitled to nominate directors of the Board. OTPP's current director nominee will continue in its position until its successor is duly elected. Accordingly, OTPP may be deemed to be a director by deputization until such time.