Filing Details
- Accession Number:
- 0000921895-17-000393
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-14 17:03:38
- Filed By:
- Raging Capital Management
- Company:
- Ply Gem Holdings Inc (NYSE:PGEM)
- Filing Date:
- 2017-02-14
- SEC Url:
- 13G Filing
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 2)1
| Ply Gem Holdings, Inc. |
| (Name of Issuer) |
| Common Stock, $0.01 par value |
| (Title of Class of Securities) |
| 72941W100 |
| (CUSIP Number) |
| December 31, 2016 |
| (Date of Event Which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| x | Rule 13d-1(b) |
| o | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| Item 1(a). | Name of Issuer: |
Ply Gem Holdings, Inc.
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
5020 Weston Parkway, Suite 400
Cary, North Carolina 27513
| Item 2(a). | Name of Person Filing: |
This statement is filed by Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), and William C. Martin. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Raging Capital is the Investment Manager of Raging Capital Master Fund, Ltd., a Cayman Islands exempted company (“Raging Master”), in whose name the Issuer’s Common Stock, $0.01 par value per share (the “Shares”), were held. William C. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital. Raging Master has delegated to Raging Capital the sole authority to vote and dispose of the securities held by Raging Master pursuant to an Investment Management Agreement, dated November 9, 2012, as amended and restated on December 21, 2016 (the “IMA”). The IMA may be terminated by any party thereto effective at the close of business on the last day of any fiscal quarter by giving the other party not less than sixty-one days’ written notice. As a result, each of Raging Capital and William C. Martin may have been deemed to beneficially own the Shares previously held by Raging Master.
| Item 2(b). | Address of Principal Business Office or, if none, Residence: |
The principal business address of each of Raging Capital and William C. Martin is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, New Jersey 08553.
| Item 2(c). | Citizenship: |
Raging Capital is organized under the laws of the State of Delaware. William C. Martin is a citizen of the United States of America.
| Item 2(d). | Title of Class of Securities: |
Common Stock, $0.01 par value per share.
| Item 2(e). | CUSIP Number: |
72941W100
| Item 10. | Certifications. |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 14, 2017 | Raging Capital Management, LLC | ||
| By: | /s/ Frederick C. Wasch | ||
| Name: | Frederick C. Wasch | ||
| Title: | Chief Financial Officer | ||
| /s/ Frederick C. Wasch | |
| Frederick C. Wasch as attorney-in-fact for William C. Martin |