BAYSIDE OPPORTUNITY FUND, LP

SEC source: 0000899243-17-011449 · doc4.xml · derivative · entry 2

H.I.G. AERT, LLC · CIK 0001514282 · 10% owner

H.I.G. Capital Partners IV, L.P. · CIK 0001476299 · 10% owner

BAYSIDE OPPORTUNITY FUND, LP · CIK 0001411104 · 10% owner

H.I.G. Advisors IV, L.L.C. · CIK 0001476298 · 10% owner

BAYSIDE OPPORTUNITY ADVISORS, LLC · CIK 0001411105 · 10% owner

HIG GP II INC · CIK 0001173671 · 10% owner

MNAYMNEH SAMI · CIK 0001050046 · 10% owner

TAMER ANTHONY · CIK 0001050045 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 393,084,089 shares

Expires not disclosed

F1 · kind: Disposed of pursuant to the Agreement and Plan of Merger by and among Oldcastle Architectural, Inc. ("Parent"), Oldcastle Ascent Merger Sub, Inc., a wholly-owned subsidiary of Parent, and Issuer, dated as of March 16, 2017 (the "Merger Agreement"), whereby each share of Issuer Class A common stock ("Common Stock") was cancelled and converted into the right to receive $0.135936 in cash without interest and subject to any applicable withholding taxes, and each share of Issuer Series E Convertible Preferred Stock ("Preferred Stock") was cancelled and converted into the right to receive $2,603.483278 in cash without interest and subject to any applicable withholding taxes.

F1 · price: Disposed of pursuant to the Agreement and Plan of Merger by and among Oldcastle Architectural, Inc. ("Parent"), Oldcastle Ascent Merger Sub, Inc., a wholly-owned subsidiary of Parent, and Issuer, dated as of March 16, 2017 (the "Merger Agreement"), whereby each share of Issuer Class A common stock ("Common Stock") was cancelled and converted into the right to receive $0.135936 in cash without interest and subject to any applicable withholding taxes, and each share of Issuer Series E Convertible Preferred Stock ("Preferred Stock") was cancelled and converted into the right to receive $2,603.483278 in cash without interest and subject to any applicable withholding taxes.

F2 · derivative.exercise_date: At the holder's election and for no additional consideration, each share of Preferred Stock was convertible into shares of Common Stock at any time.

F3 · derivative.expiration_date: The shares of Preferred Stock had no expiration date.

F4 · derivative.underlying_shares: 393,084,089 shares of Common Stock were issuable upon conversion of the 20,524.149 shares of Preferred Stock at the fixed rate of 19,152.27 shares of Common Stock for each share of Preferred Stock, the "Conversion Rate" for the Preferred Stock pursuant to the Issuer's Certificate of Designations, Preferences and Rights of the Series E Convertible Preferred Stock in the event a fundamental transaction (which includes the merger pursuant to the Merger Agreement) occurred prior to August 1, 2017.

F5 · ownership.direct: This Form 4 is being filed by H.I.G. AERT, LLC as the direct beneficial owner of the shares of Common Stock and the shares of Preferred Stock.

F6 · ownership.direct: Each of the other Reporting Persons may be deemed to be indirect beneficial owners of the shares of Common Stock and Preferred Stock, as follows: (i) H.I.G. Capital Partners IV, L.P. and Bayside Opportunity Fund, L.P., each in their capacity as the holders of 56.8% and 29.9%, respectively, of the equity interests of H.I.G. AERT, LLC; (ii) H.I.G. Advisors IV, LLC, in its capacity as the general partner of H.I.G. Capital Partners IV, L.P.; (iii) Bayside Opportunity Advisors, LLC, in its capacity as the general partner of Bayside Opportunity Fund, L.P..; (iv) H.I.G.- GPII, Inc., in its capacity as the manager of each of H.I.G. Advisors IV, LLC and Bayside Opportunity Advisors, LLC; and (v) Sami W. Mnaymneh and Anthony A. Tamer, each in their capacity as co-presidents and directors of H.I.G.- GPII, Inc.

F7 · ownership.direct: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person.

F8 · ownership.direct: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than H.I.G. AERT, LLC, herein states that this filing shall not be deemed to be an admission that it or he is a beneficial owner of any shares of Common Stock or Preferred Stock covered by this Statement of Changes in Beneficial Ownership of Securities on Form 4. Each of the Reporting Persons, other than H.I.G. AERT, LLC, disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest in the shares.

SEC source: 0000899243-17-011449 · doc4.xml · nonDerivative · entry 1

H.I.G. AERT, LLC · CIK 0001514282 · 10% owner

H.I.G. Capital Partners IV, L.P. · CIK 0001476299 · 10% owner

BAYSIDE OPPORTUNITY FUND, LP · CIK 0001411104 · 10% owner

H.I.G. Advisors IV, L.L.C. · CIK 0001476298 · 10% owner

BAYSIDE OPPORTUNITY ADVISORS, LLC · CIK 0001411105 · 10% owner

HIG GP II INC · CIK 0001173671 · 10% owner

MNAYMNEH SAMI · CIK 0001050046 · 10% owner

TAMER ANTHONY · CIK 0001050045 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

F1 · kind: Disposed of pursuant to the Agreement and Plan of Merger by and among Oldcastle Architectural, Inc. ("Parent"), Oldcastle Ascent Merger Sub, Inc., a wholly-owned subsidiary of Parent, and Issuer, dated as of March 16, 2017 (the "Merger Agreement"), whereby each share of Issuer Class A common stock ("Common Stock") was cancelled and converted into the right to receive $0.135936 in cash without interest and subject to any applicable withholding taxes, and each share of Issuer Series E Convertible Preferred Stock ("Preferred Stock") was cancelled and converted into the right to receive $2,603.483278 in cash without interest and subject to any applicable withholding taxes.

F5 · ownership.direct: This Form 4 is being filed by H.I.G. AERT, LLC as the direct beneficial owner of the shares of Common Stock and the shares of Preferred Stock.

F6 · ownership.direct: Each of the other Reporting Persons may be deemed to be indirect beneficial owners of the shares of Common Stock and Preferred Stock, as follows: (i) H.I.G. Capital Partners IV, L.P. and Bayside Opportunity Fund, L.P., each in their capacity as the holders of 56.8% and 29.9%, respectively, of the equity interests of H.I.G. AERT, LLC; (ii) H.I.G. Advisors IV, LLC, in its capacity as the general partner of H.I.G. Capital Partners IV, L.P.; (iii) Bayside Opportunity Advisors, LLC, in its capacity as the general partner of Bayside Opportunity Fund, L.P..; (iv) H.I.G.- GPII, Inc., in its capacity as the manager of each of H.I.G. Advisors IV, LLC and Bayside Opportunity Advisors, LLC; and (v) Sami W. Mnaymneh and Anthony A. Tamer, each in their capacity as co-presidents and directors of H.I.G.- GPII, Inc.

F7 · ownership.direct: Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person assumes responsibility for the accuracy or completeness of information supplied by any other Reporting Person.

F8 · ownership.direct: Pursuant to Rule 16a-1(a)(4) of the Exchange Act, each of the Reporting Persons, other than H.I.G. AERT, LLC, herein states that this filing shall not be deemed to be an admission that it or he is a beneficial owner of any shares of Common Stock or Preferred Stock covered by this Statement of Changes in Beneficial Ownership of Securities on Form 4. Each of the Reporting Persons, other than H.I.G. AERT, LLC, disclaims beneficial ownership of the shares, except to the extent of its or his pecuniary interest in the shares.