Gary L. Forbes - 25 Jul 2022 Form 4 Insider Report for Cornerstone Building Brands, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 25 Jul 2022
Net transaction value: -$4,116,169
SEC form: 4
Accepted by SEC: 26 Jul 2022, 21:30:21 UTC
Prior SEC filing: 17 Jun 2021
Source filing: View source filing
Reporting owner signature: /s/ Peter Talosig (by power of attorney)

Key filing fact

Gary L. Forbes filed Form 4 for Cornerstone Building Brands, Inc. on 26 Jul 2022.

Key facts

This page summarizes Gary L. Forbes's Form 4 filing for Cornerstone Building Brands, Inc..
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 26 Jul 2022, 21:30.

Change

Previous filing in this sequence was filed on 17 Jun 2021.
Current net transaction value: -$4,116,169.

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

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

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: $3,978,066
Shares: -161,382
Change %: -100%
Price: $24.65
Shares after: 0
Date: 25 Jul 2022
Ownership: Direct
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: $53,280
Shares: -7,029
Change %: -100%
Price: $7.58
Shares after: 0
Date: 25 Jul 2022
Ownership: Direct
Underlying class: Common Stock, $0.01 par value
Underlying amount: 7,029
Exercise price: $17.07
Footnotes: F3

CNR transaction Derivative

Option (Right to Buy)

Disposed to Issuer

Transaction value: $84,823
Shares: -7,134
Change %: -100%
Price: $11.89
Shares after: 0
Date: 25 Jul 2022
Ownership: Direct
Underlying class: Common Stock, $0.01 par value
Underlying amount: 7,134
Exercise price: $12.76
Footnotes: F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Gary L. Forbes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 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, 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. The stock option vested in four equal annual installments beginning on December 15, 2015.

Footnote F4