Sec Form 13D Filing - ATRIUM INTERMEDIATE HOLDINGS LLC filing for Cornerstone Building Brands Inc. (CNR) - 2022-02-18

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 13)*

 

Under the Securities Exchange Act of 1934

 

Cornerstone Building Brands, Inc.

(Name of Issuer)
 

Common Stock, $0.01 par value per share

(Title of Class of Securities)
 

628852204

(CUSIP Number)
 

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY10019-6064

Attn: John C. Kennedy
(212) 373-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
 
February 15, 2022
(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240 13d-7 for other parties to whom copies are to be sent.

 

 

* 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 disclosures provided in a prior cover page.

The information required on 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, as amended (“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).

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 2 of 17

 

 

1

NAME OF REPORTING PERSON

 

Atrium Intermediate Holdings, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,966,311.41 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,966,311.41 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,966,311.41 (See It em 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.73%*

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 3 of 17

 

 

1

NAME OF REPORTING PERSON

 

Atrium Window Holdings, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,966,311.41 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,966,311.41 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,966,311.41 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.73%*

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 4 of 17

 

 

1

NAME OF REPORTING PERSON

 

Atrium Window Parent, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,966,311.41 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,966,311.41 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,966,311.41 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.73%*

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 5 of 17

 

 

1

NAME OF REPORTING PERSON

 

GGC Atrium Window Holdings, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,966,311.41 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,966,311.41 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,966,311.41 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.73%*

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 6 of 17

 

 

1

NAME OF REPORTING PERSON

 

GGC BP Holdings, LLC

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING PERSON

 

OO

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 7 of 17

 

 

1

NAME OF REPORTING PERSON

 

Golden Gate Capital Opportunity Fund, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 8 of 17

 

 

1

NAME OF REPORTING PERSON

 

Golden Gate Capital Opportunity Fund-A, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (see Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (see Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 9 of 17

 

 

1

NAME OF REPORTING PERSON

 

GGCOF Co-Invest Management, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (see Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (see Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 10 of 17

 

 

1

NAME OF REPORTING PERSON

 

GGCOF Co-Invest, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (see Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (see Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (see Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 11 of 17

 

 

1

NAME OF REPORTING PERSON

 

GGC Opportunity Fund Management, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 12 of 17

 

 

1

NAME OF REPORTING PERSON

 

GGCOF Executive Co-Invest, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING P ERSON

 

PN

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 13 of 17

 

 

1

NAME OF REPORTING PERSON

 

GGCOF IRA Co-Invest, L.P.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING PERSON

 

PN

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 14 of 17

 

 

1

NAME OF REPORTING PERSON

 

GGC Opportunity Fund Management GP, Ltd.

 
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a) 

(b) 

3

SEC USE ONLY

 

 

 
4

SOURCE OF FUNDS

 

OO

 
5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

7

SOLE VOTING POWER

 

0

8

SHARED VOTING POWER

 

5,989,403 (See Item 5)

9

SOLE DISPOSITIVE POWER

 

0

10

SHARED DISPOSITIVE POWER

 

5,989,403 (See Item 5)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,989,403 (See Item 5)

 
12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

 

 

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

4.75%*

 
14

TYPE OF REPORTING PERSON

 

CO

 

 

*  Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 15 of 17

 

 

Explanatory Note:

 

This Amendment No. 3 (this “Amendment 3”) amends and supplements the original statement on Schedule 13D filed on November 23, 2018 (the “Original Statement”), as amended on February 5, 2021 (“Amendment 1”) and March 10, 2021 (“Amendment 2”), by Atrium Intermediate Holdings, LLC (“Atrium Intermediate”), Atrium Window Holdings, LLC (“Atrium Holdings”), Atrium Window Parent, LLC (“Atrium Parent”), GGC Atrium Window Holdings, LLC (“GGC Atrium”), GGC BP Holdings, LLC (“GGC BP”, and collectively with Atrium Holdings, Atrium Intermediate, Atrium Parent and GGC Atrium, the “Atrium Entities”), Golden Gate Capital Opportunity Fund, L.P. (“GGCOF”), Golden Gate Capital Opportunity Fund-A, L.P. (“GGCOF-A”), GGCOF Co-Invest, L.P. (“GGCOF Co-Invest”), GGCOF Executive Co-Invest, L.P. (“Executive Co-Invest”), GGCOF IRA Co-Invest, L.P. (“IRA Co-Invest”), GGC Opportunity Fund Management, L.P. (“Fund GP”), GGCOF Co-Invest Management, L.P. (“Co-Invest GP”) and GGC Opportunity Fund Management GP, Ltd. (“Ultimate GP”) (collectively, the “Reporting Persons”). Except as specifically provided herein, this Amendment 3 does not modify any of the information previously reported in the Original Statement, as amended by Amendments 1 and 2. Capitalized terms used but not defined in this Amendment 3 shall have the meanings set forth in the Original Statement, as amended by Amendments 1 and 2. The purpose of this Amendment 3 is to disclose recent transactions identified in Item 4 and to reflect an exit filing by the Reporting Persons.

 

Item 4. Purpose of Transaction.

 

Item 4 of Amendment 1 is hereby amended and supplemented by inserting the following at the end thereof:

 

On February 15, 2022, Atrium Intermediate Holdings, LLC sold 1,494,217 shares of Common Stock and GGC BP Holdings, LLC sold 5,783 shares of Common Stock pursuant to a block trade at a price of $21.32 per share (the “Block Trade”).

 

Item 5. Interest in Securities of the Issuer.

 

The disclosures provided in Item 5(a)-(c) of Amendment 1 are hereby amended and restated in their entirety as follows:

 

Item 4 of this Amendment 3 is incorporated by reference in its entirety into this Item 5.

 

(a) – (b) In the aggregate, the Reporting Persons beneficially own, as of February 15, 2022, 5,989,403 shares of Common Stock by virtue representing approximately 4.75% of the Issuer’s Common Stock outstanding based on 126,218,902 shares of Common Stock outstanding as of November 2, 2021, after giving effect to the Block Trade. Each of the Atrium Entities, the Funds, Fund GP and Co-Invest GP have shared dispositive power with each other with respect to the Common Stock.

 

As a result of the relationships described in Item 2 of the Original Statement, each of the Reporting Persons may be deemed to beneficially own the Common Stock of the Issuer. Neither the filing of the Original Statement, Amendment 1, Amendment 2, this Amendment 3, nor any of their contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

 

(c) Item 4 above describes all transactions in the Common Stock that were effected by the Reporting Persons during the 60-day period prior to the date of this Amendment 3. Except for the transactions set forth in Item 4 above, either the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named in Item 2 of the Original Statement, has effected any other transactions in the Common Stock during such 60-day period.

 

  

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 16 of 17

 

 

SIGNATURES

 

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment 3 is true, complete and correct.

 

Dated: February 16, 2022

 

  Golden Gate Capital Opportunity Fund, L.P.  
  Golden Gate Capital Opportunity Fund-A, L.P.  
       
  By:   GGC Opportunity Fund Management, L.P.  
  Its:   General Partner  
       
  By:   GGC Opportunity Fund Management GP, Ltd.
  Its:   General Partner  
       
  By:   /s/ Stephen D. Oetgen  
      Name: Stephen D. Oetgen
Title: Director
 
     
  GGC Opportunity Fund Management, L.P.  
       
  By:   GGC Opportunity Fund Management GP, Ltd.
  Its:   General Partner  
       
  By:   /s/ Stephen D. Oetgen  
      Name: Stephen D. Oetgen
Title: Director
 
     
  GGC Opportunity Fund Management GP, Ltd.  
       
  By:   /s/ Stephen D. Oetgen  
      Name: Stephen D. Oetgen
Title: Director
 

 

 

 

 

CUSIP No. 628852204 SCHEDULE 13D Page 17 of 17

 

 

 

GGCOF Co-Invest, L.P.

GGCOF Executive Co-Invest, L.P.

GGCOF IRA Co-Invest, L.P.

 
       
  By:   GGCOF Co-Invest Management, L.P.  
  Its:   General Partner  
       
  By:   GGC Opportunity Fund Management, L.P.  
  Its:   General Partner  
       
  By:   GGC Opportunity Fund Management GP, Ltd.
  Its:   General Partner  
       
  By:   /s/ Stephen D. Oetgen  
      Name: Stephen D. Oetgen
Title: Director
 
     
  GGCOF Co-Invest Management, L.P.  
       
 < /td> By:   GGC Opportunity Fund Management, L.P.  
  Its:   General Partner  
       
  By:   GGC Opportunity Fund Management GP, Ltd.
  Its:   General Partner  
       
  By:   /s/ Stephen D. Oetgen  
      Name: Stephen D. Oetgen
Title: Director
 
     
 

Atrium Window Holdings, LLC

Atrium Intermediate Holdings, LLC

Atrium Window Parent, LLC

GGC Atrium Window Holdings, LLC

GGC BP Holdings, LLC

 
       
  By:   /s/ Stephen D. Oetgen  
      Name: Stephen D. Oetgen
Title: Authorized Signatory