SEC Form 4 filed by President, CEO and Chairman Edwards Jeffrey W.
FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Installed Building Products, Inc. [ IBP ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/12/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock, $0.01 par value per share | 191,160 | D | ||||||||
Common Stock, $0.01 par value per share | 2,477,819 | I | See footnote(1) | |||||||
Common Stock, $0.01 par value per share | 1,416,194 | I | See footnote(2) | |||||||
Common Stock, $0.01 par value per share | 173,408 | I | See footnote(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Forward sale contract (potential obligation to sell) | (4)(5)(6)(7)(8) | 08/12/2025 | J/K(4)(5)(6)(7)(8) | 225,000 | (9) | (9) | Common Stock | 225,000 | (4)(5)(6)(7)(8) | 0 | I | see footnote(10) | |||
Forward sale contract (potential obligation to sell) | (4)(5)(6)(7)(8) | 08/12/2025 | J/K(4)(5)(6)(7)(8) | 225,000 | (9) | (9) | Common Stock | 225,000 | (4)(5)(6)(7)(8) | 225,000 | I | See footnote(10) | |||
Forward sale contract (potential obligation to sell) | (4)(5)(6)(7)(8) | 08/12/2025 | J/K(4)(5)(6)(7)(8) | 125,000 | (9) | (9) | Common Stock | 125,000 | (4)(5)(6)(7)(8) | 0 | I | See footnote(10) | |||
Forward sale contract (potential obligation to sell) | (4)(5)(6)(7)(8) | 08/12/2025 | J/K(4)(5)(6)(7)(8) | 125,000 | (9) | (9) | Common Stock | 125,000 | (4)(5)(6)(7)(8) | 125,000 | I | See footnote(10) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. These securities are held directly by PJAM IBP Holdings, Inc. ("PJAM"). The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. IBP Holding Company is the sole shareholder of PJAM. |
2. These securities are held directly by Installed Building Systems, Inc. ("IBS"). Mr. Edwards disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Reporting Persons remain the beneficial owners of all Pledged Shares, as defined in Footnote 4, reported in Table II to the extent of his or its pecuniary interest therein. Mr. Edwards is the sole beneficial owner of the shares reported in Table I as directly owned. |
3. The securities are held by a trust for the benefit of one of Mr. Edwards' children. Mr. Edwards disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
4. As previously reported, Installed Building Systems, Inc. ("IBS"), entered into two prepaid variable forward sale contracts on each of September 2023, November 2023 and May 2024 with an unaffiliated third party buyer. In each of the September and November transactions, IBS pledged 450,000 shares, or 225,000 shares per contract and 900,000 shares in the aggregate, and in the May transaction, IBS pledged 250,000 shares, or 125,000 shares per contract (collectively, the "Pledged Shares") of Installed Building Products, Inc. common stock ("Common Stock"). The Pledged Shares secure its obligations under the contracts, and IBS retained dividend and voting rights in the Pledged Shares during the term of the pledge. The contracts obligate IBS to deliver to the buyer, on the applicable settlement date for each component referred to in footnote 9 below, up to one hundred percent (100%) of the number of Pledged Shares for such component or, at IBS' option, an equivalent amount of cash. |
5. On August 12, 2025, IBS and the buyer entered into an amendment to the September 2023 forward sale contract (the "September Amendment Agreement") and the May 2024 forward sale contract (the "May Amendment Agreement" and collectively, the "Amendment Agreements"). The September Amendment Agreement amends certain terms of one of the forward sale contracts entered into in September 2023, covering 225,000 shares of Common Stock, including (i) extending the settlement dates for the components from August 14, 2025 to August 22, 2025 to the new settlement dates from May 24, 2027 to June 4, 2027, (ii) amending the Floor Price (as defined below) and the Cap Price (as defined below), and (iii) increasing the number of components from 7 to 9, with appropriate adjustments for the number of shares to be delivered on the respective settlement date for each component. |
6. (Continued from Footnote 5) The May Amendment Agreement amends certain terms of one of the forward sale contracts entered into in May 2024, covering 125,000 shares of Common Stock, including (i) extending the settlement dates for the components from August 14, 2025 to August 22, 2025 to the new settlement dates from November 16, 2026 to November 23, 2026, (ii) amending the Floor Price (as defined below) and the Cap Price (as defined below), and (iii) reducing the number of components from 7 to 6, with appropriate adjustments for the number of shares to be delivered on the respective settlement date for each component. |
7. The number of shares of Common Stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on such settlement date) under each Amendment Agreement is to be determined as follows: (a) if the VWAP of the Common Stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $257.6320 (the "Floor Price"), IBS will deliver to the buyer all of the Pledged Shares for the applicable component; |
8. (Continued from Footnote 7) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $319.4637 (the "Cap Price"), IBS will deliver to the buyer the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price; and (c) if such Settlement Price is greater than the Cap Price, IBS will deliver to the buyer the number of shares equal to 100% of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price. |
9. Each component is exercisable on the same date as it expires, and the expiration dates for the components occur from May 24, 2027 to June 4, 2027 under the September Amendment Agreement and November 16, 2026 to November 23, 2026 under the May Amendment Agreement. |
10. These securities are held directly by IBS. Mr. Edwards disclaims beneficial ownership in the reported securities except to the extent of his pecuniary interest therein. |
Remarks: |
The Reporting Persons currently retain ownership of all shares of Installed Building Products, Inc. common stock that are subject to the Pledge Agreement and rights related thereto, including all voting rights. |
/s/ Michael T. Miller, Attorney-in-Fact for Installed Building Systems, Inc. | 08/14/2025 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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