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 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
JELD-WEN Holding, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
47580P103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* | The remainder of this cover page shall be filled out for a reporting persons 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).
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
Onex Corporation | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) p>
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
2
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
Gerald W. Schwartz | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
3
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
Onex Partners III LP | |||||
2 | CHECK THE APPROPRI ATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
4
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
Onex BP Co-Invest LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
5
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
Onex Partners III GP LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
6
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
Onex US Principals LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
7
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
Onex Partners III PV LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
8
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
BP EI LLC | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF < p style="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" align="center">SHARESBENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) |
9
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
Onex Partners III Select LP | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN |
10
13G
CUSIP No. 47580P103 |
1 |
NAMES OF REPORTING PERSONS
New PCo II Investments Ltd. | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER
0 | ||||
6 | SHARED VOTING POWER
0 | |||||
7 | SOLE DISPOSITIVE POWER
0 | |||||
8 | SHARED DISPOSITIVE POWER
0 |
9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐ | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0% | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company) |
11
This Amendment No. 2 to Schedule 13G relates to the Common Stock, par value $0.01 per share (Common Stock), of JELD-WEN Holding, Inc. (the Issuer), and amends and supplements the Schedule 13G previously filed by Onex Corporation and other reporting persons therein with the Securities and Exchange Commission on February 14, 2018, as amended by Amendment No. 1 thereto (Amendment No. 1) on February 13, 2020 (as so amended, the Schedule 13G), and is being filed to reflect that the Reporting Persons have disposed of all Common Stock of the Issuer.
The Schedule 13G is hereby amended as follows:
Item 4. Ownership:
Item 4 is hereby amended and restated in its entirety as follows:
The information required by Items 4(a)-4(c) is set forth in Rows 5-11 of the cover page for each of the Reporting Persons and is incorporated herein by reference for each of the Reporting Persons. As of the date of this report, none of the Reporting Persons beneficially owns any Common Stock of the Issuer.
Item 5. | Ownership of Five Percent or Less of a Class |
Item 5 is hereby amended and restated in its entirety as follows:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.
12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 26, 2022
ONEX CORPORATION | ||||
By: | /s/ David Copeland | |||
Name: | David Copeland | |||
Title: | Managing Director - Tax | |||
ONEX PARTNERS III GP LP | ||||
By: Onex Partners GP Inc., its General Partner | ||||
By: | /s/ Joshua Hausman | |||
Name: | Joshua Hausman | |||
Title: | Vice President | |||
ONEX PARTNERS III LP | ||||
By: Onex Partners III GP LP, its General Partner | ||||
By: Onex Partners Manager LP, its Agent | ||||
By: Onex Partners Manager GP ULC, its General Partner | ||||
By: | /s/ Joshua Hausman | |||
Name: | Joshua Hausman | |||
Title: | Managing Director | |||
ONEX US PRINCIPALS LP | ||||
By: Onex American Holdings GP LLC, its General Partner | ||||
By: | /s/ Joshua Hausman | |||
Name: | Joshua Hausman | |||
Title: | Director | |||
ONEX PARTNERS III PV LP | ||||
By: Onex Partners III GP LP, its General Partner | ||||
By: Onex Partners Manager LP, its Agent | ||||
By: Onex Partners Manager GP ULC, its General Partner | ||||
By: | /s/ Joshua Hausman | |||
Name: | Joshua Hausman | |||
Title: | Managing Director |
13
ONEX BP CO-INVEST LP | ||||
By: Onex Partners III GP LP, its General Partner | ||||
By: Onex Partners Manager LP, its Agent | ||||
By: Onex Partners Manager GP ULC, its General Partner | ||||
By: | /s/ Joshua Hausman | |||
Name: | Joshua Hausman | |||
Title: | Managing Director | |||
ONEX PARTNERS III SELECT LP | ||||
By: Onex Partners III GP LP, its General Partner | ||||
By: Onex Partners Manager LP, its Agent | ||||
By: Onex Partners Manager GP ULC, its General Partner | ||||
By: | /s/ Joshua Hausman | |||
Name: | Joshua Hausman | |||
Title: | Managing Director | |||
BP EI LLC | ||||
By: | /s/ Joshua Hausman | |||
Name: | Joshua Hausman | |||
Title: | Managing Director | |||
NEW PCO II INVESTMENTS LTD. | ||||
By: | /s/ Michelle Iskander | |||
Name: | Michelle Iskander | |||
Title: | Secretary | |||
GERALD W. SCHWARTZ | ||||
By: | /s/ Gerald W. Schwartz, by Andrea E. Daly | |||
Name: | Andrea E. Daly | |||
Title: | Attorney-in-fact for Gerald W. Schwartz, pursuant to a power of attorney incorporated herein by reference from the Schedule 13G/A with respect to Fly Leasing Limited filed by Mr. Schwartz and other reporting persons on April 3, 2017. |
14
INDEX TO EXHIBITS
Exhibit No. |
Exhibit | |
99.1 | Joint Filing Agreement, incorporated herein by reference to Exhibit 99.1 of Amendment No.1, filed on February 13, 2020 |
15