SEC Info - Theroux Katy - ‘4’ for 7/25/22 re: Cornerstone Building Brands, Inc.

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<issuerName> Cornerstone Building Brands, Inc. </issuerName>

</issuer>

<rptOwnerName> Theroux Katy </rptOwnerName>

</reportingOwnerId>

<rptOwnerStreet1> 5020 WESTON PARKWAY, SUITE 400 </rptOwnerStreet1>

</reportingOwnerAddress>

<officerTitle> Executive VP, Chief HR Officer </officerTitle>

</reportingOwnerRelationship>

</reportingOwner>

<value> Common Stock, $0.01 par value </value>

</securityTitle>

</transactionDate>

</transactionCoding>

</transactionShares>

</transactionPricePerShare>

</transactionAcquiredDisposedCode>

</transactionAmounts>

</sharesOwnedFollowingTransaction>

</postTransactionAmounts>

</directOrIndirectOwnership>

</ownershipNature>

</nonDerivativeTransaction>

</nonDerivativeTable>

<value> Option (Right to Buy) </value>

</securityTitle>

</conversionOrExercisePrice>

</transactionDate>

</transactionCoding>

</transactionShares>

</transactionPricePerShare>

</transactionAcquiredDisposedCode>

</transactionAmounts>

</exerciseDate>

</expirationDate>

<value> Common Stock, $0.01 par value </value>

</underlyingSecurityTitle>

</underlyingSecurityShares>

</underlyingSecurity>

</sharesOwnedFollowingTransaction>

</postTransactionAmounts>

</directOrIndirectOwnership>

</ownershipNature>

</derivativeTransaction>

<value> Option (Right to Buy) </value>

</securityTitle>

</conversionOrExercisePrice>

</transactionDate>

</transactionCoding>

</transactionShares>

</transactionPricePerShare>

</transactionAcquiredDisposedCode>

</transactionAmounts>

</exerciseDate>

</expirationDate>

<value> Common Stock, $0.01 par value </value>

</underlyingSecurityTitle>

</underlyingSecurityShares>

</underlyingSecurity>

</sharesOwnedFollowingTransaction>

</postTransactionAmounts>

</directOrIndirectOwnership>

</ownershipNature>

</derivativeTransaction>

<value> Option (Right to Buy) </value>

</securityTitle>

</conversionOrExercisePrice>

</transactionDate>

</transactionCoding>

</transactionShares>

</transactionPricePerShare>

</transactionAcquiredDisposedCode>

</transactionAmounts>

</exerciseDate>

</expirationDate>

<value> Common Stock, $0.01 par value </value>

</underlyingSecurityTitle>

</underlyingSecurityShares>

</underlyingSecurity>

</sharesOwnedFollowingTransaction>

</postTransactionAmounts>

</directOrIndirectOwnership>

</ownershipNature>

</derivativeTransaction>

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<footnote id="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>

<footnote id="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>

<footnote id="F3"> Pursuant to the Merger Agreement, at the Effective Time, (i) 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 and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, </footnote>

<footnote id="F4"> 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, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise). The stock option provided for vesting in five equal annual installments beginning on November 16, 2019. </footnote>

<footnote id="F5"> Pursuant to the Merger Agreement, at the Effective Time, (i) 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 and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, </footnote>

<footnote id="F6"> 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, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise). The stock option provided for vesting in three equal annual installments beginning on March 16, 2021. </footnote>

<footnote id="F7"> Pursuant to the Merger Agreement, at the Effective Time, (i) 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 and (ii) each outstanding and unvested stock option was cancelled and converted into a contingent contractual right to receive a payment in cash from the Surviving Corporation equal to the product of (x) the excess, </footnote>

<footnote id="F8"> 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, and such resulting cash-based award will be subject to the same terms and conditions as are applicable to the corresponding stock option (including time-based vesting conditions but excluding provisions related to exercise). The stock option provided for vesting in three equal annual installments beginning on March 15, 2022. </footnote>

</footnotes>

<signatureName> /s/ Peter Talosig (by power of attorney) </signatureName>

</ownerSignature>

</ownershipDocument>

Theroux Katy – ‘4’ for 7/25/22 re: Cornerstone Building Brands, Inc.

On: Tuesday, 7/26/22, at 9:42pm ET · For: 7/25/22 · As: Officer · Accession #: 1104659-22-82917 · File #: 1-14315

Previous ‘4’: ‘4’ on 3/16/22 for 3/15/22 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Theroux Katy – ‘4’ for 7/25/22 re: Cornerstone Building Brands, Inc.

On: Tuesday, 7/26/22, at 9:42pm ET · For: 7/25/22 · As: Officer · Accession #: 1104659-22-82917 · File #: 1-14315

Previous ‘4’: ‘4’ on 3/16/22 for 3/15/22 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents