Key facts
- This page summarizes Jeffrey S. Lee's Form 4 filing for Cornerstone Building Brands, Inc..
- 5 reported transactions and 3 derivative rows are listed below.
- Accepted by SEC: 26 Jul 2022, 21:33.
Jeffrey S. Lee - 25 Jul 2022 Form 4 Insider Report for Cornerstone Building Brands, Inc.
- Reporting relationship
- EVP, CFO
- Issuer ticker
- N/A
- Reported as of
- 25 Jul 2022
- Net transaction value
- -$18,424,292
- SEC form
- 4
- Accepted by SEC
- 26 Jul 2022, 21:33:22 UTC
- Prior SEC filing
- 02 Jun 2022
- Source filing
- View source filing
- Reporting owner signature
- /s/ Peter Talosig (by power of attorney)
Source evidence
Original filing metadata and source links for verification.
4 source fields
Reporting owner
1 detail
Key filing fact
Jeffrey S. Lee filed Form 4 for Cornerstone Building Brands, Inc. on 26 Jul 2022.
Change
- Previous filing in this sequence was filed on 02 Jun 2022.
- Current net transaction value: -$18,424,292.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
CNR
transaction
Common Stock, $0.01 par value
Disposed to Issuer
- Transaction value
- $8,760,585
- Shares
- -355,399
- Change %
- -100%
- Price
- $24.65
- Shares after
- 0
- Date
- 25 Jul 2022
- Ownership
- Direct
- Footnotes
- F1, F2
CNR
transaction
Common Stock, $0.01 par value
Disposed to Issuer
- Transaction value
- $20,336
- Shares
- -825
- Change %
- -100%
- Price
- $24.65
- Shares after
- 0
- Date
- 25 Jul 2022
- Ownership
- Cornerstone 401(k) Plan
- Footnotes
- F1, F2
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
CNR
transaction
Derivative
Option (Right to Buy)
Disposed to Issuer
- Transaction value
- $5,829,419
- Shares
- -294,118
- Change %
- -100%
- Price
- $19.82
- Shares after
- 0
- Date
- 25 Jul 2022
- Ownership
- Direct
- Underlying class
- Common Stock, $0.01 par value
- Underlying amount
- 294,118
- Exercise price
- $4.83
- Footnotes
- F3, F4
CNR
transaction
Derivative
Option (Right to Buy)
Disposed to Issuer
- Transaction value
- $2,848,576
- Shares
- -141,509
- Change %
- -100%
- Price
- $20.13
- Shares after
- 0
- Date
- 25 Jul 2022
- Ownership
- Direct
- Underlying class
- Common Stock, $0.01 par value
- Underlying amount
- 141,509
- Exercise price
- $4.52
- Footnotes
- F5, F6
CNR
transaction
Derivative
Option (Right to Buy)
Disposed to Issuer
- Transaction value
- $965,376
- Shares
- -88,811
- Change %
- -100%
- Price
- $10.87
- Shares after
- 0
- Date
- 25 Jul 2022
- Ownership
- Direct
- Underlying class
- Common Stock, $0.01 par value
- Underlying amount
- 88,811
- Exercise price
- $13.78
- Footnotes
- F7, F8
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Jeffrey S. Lee is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 8 footnotes
Footnote 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").
Footnote 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.
Footnote 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, 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).
Footnote F4
The stock option provided for vesting in five equal annual installments beginning on November 16, 2019.
Footnote 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, 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).
Footnote F6
The stock option provided for vesting in three equal annual installments beginning on March 16, 2021.
Footnote 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, 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).
Footnote F8
The stock option provided for vesting in three equal annual installments beginning on March 15, 2022.