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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| Hershberger Rodney |
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2. Issuer Name and Ticker or Trading Symbol
PGT Innovations, Inc. [PGTI]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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__X__ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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PGT, INC., 1070 TECHNOLOGY DRIVE |
3. Date of Earliest Transaction (Month/Day/Year)
01/21/2020 |
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NORTH VENICE, FL 34275 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| PGTI Common Stock | 01/21/2020 |
| M |
| 25,000 (1) | A |
$2 | 1,366,345 | D |
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| PGTI Common Stock | 01/21/2020 |
| S |
| 10,151 (2) | D |
$15.96 (3) | 1,356,194 | D |
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| PGTI Common Stock | 01/22/2020 |
| M |
| 25,000 (1) | A |
$2 | 1,381,194 | D |
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| PGTI Common Stock | 01/22/2020 |
| S |
| 7,175 (2) | D |
$16.12 (4) | 1,374,019 | D |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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| Stock Option (Right to Buy) |
$2 | 01/21/2020 |
| M |
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| 25,000 |
(5) | 04/06/2020 | Common Stock | 25,000 |
$
0
| 126,754 | D |
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| Stock Option (Right to Buy) |
$2 | 01/22/2020 |
| M |
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| 25,000 |
(5) | 04/06/2020 | Common Stock | 25,000 |
$
0
| 101,754 | D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Hershberger Rodney
PGT, INC.
1070 TECHNOLOGY DRIVE
NORTH VENICE, FL 34275 |
X
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Signatures
| RODNEY HERSHBERGER | |
01/23/2020 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This transaction was executed pursuant to a Rule 10b5-1 trading plan (the Plan) executed by the reporting person, whereby the reporting person expects to exercise approximately 50,000 stock options each calendar month, until all remaining stock options held by the reporting person have been exercised. Pursuant to the Plan, the reporting person expects to exercise approximately 25,000 stock options on each of the third Monday and Tuesday of each calendar month, holidays permitting. Because the third Monday of January 2020 fell on January 20, 2020, a Federal holiday, when trading markets were closed, the reporting person exercised 25,000 options on Wednesday, January 22, 2020. |
| (2) | Shares sold by the reporting person in order to cover both the aggregate exercise price of the options being exercised and taxes arising from that exercise of options. |
| (3) | This transaction was executed in multiple trades ranging from $15.86 to $16.05 per share. The price reported above represents the weighted-average sales price. The reporting person hereby undertakes to provide full information regarding the numbers of shares and prices at which the transactions were affected upon request by the SEC staff, the issuer, or a security holder of the issuer. |
| (4) | This transaction was executed in multiple trades ranging from $15.87 to $16.25 per share. The price reported above represents the weighted-average sales price. The reporting person hereby undertakes to provide full information regarding the numbers of shares and prices at which the transactions were affected upon request by the SEC staff, the issuer, or a security holder of the issuer. |
| (5) | An aggregate of 972,026 options exercisable in five approximately equal annual installments beginning on April 6, 2011. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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