Ply Gem (PGEM) SC 13G/A Ply Gem Holdings Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

PLY GEM HOLDINGS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

72941W100

(CUSIP Number)

December 31, 2014

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed.
o	Rule 13d-1(b)
o	Rule 13d-1(c)
x	Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on 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).

CUSIP No. 72941W100 SCHEDULE 13G Page 2 of 14

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Caxton-Iseman (Ply Gem), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
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 12,361,850 (see Item 4 and Item 8)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 12,361,850 (see Item 4 and Item 8)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,361,850 (see Item 4 and Item 8)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.8% (see Item 4 and Item 8)
12	TYPE OF REPORTING PERSON PN

CUSIP No. 72941W100 SCHEDULE 13G Page 3 of 14

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Caxton-Iseman (Ply Gem) II, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
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 38,085,831 (see Item 4 and Item 8)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 38,085,831 (see Item 4 and Item 8)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 38,085,831 (see Item 4 and Item 8)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 54.9% (see Item 4 and Item 8)
12	TYPE OF REPORTING PERSON PN

CUSIP No. 72941W100 SCHEDULE 13G Page 4 of 14

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Rajaconda Holdings, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
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 48,071,462 (see Item 4 and Item 8)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 48,071,462 (see Item 4 and Item 8)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,071,462 (see Item 4 and Item 8)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 69.4% (see Item 4 and Item 8)
12	TYPE OF REPORTING PERSON CO

CUSIP No. 72941W100 SCHEDULE 13G Page 5 of 14

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON FJI Gloucester LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
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 48,071,462 (see Item 4 and Item 8)
	7	SOLE DISPOSITIVE POWER 0
	8	SHARED DISPOSITIVE POWER 48,071,462 (see Item 4 and Item 8)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,071,462 (see Item 4 and Item 8)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 69.4% (see Item 4 and Item 8)
12	TYPE OF REPORTING PERSON OO

CUSIP No. 72941W100 SCHEDULE 13G Page 6 of 14

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Frederick J. Iseman
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  x
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 25,000
	6	SHARED VOTING POWER 48,071,462 (see Item 4 and Item 8)
	7	SOLE DISPOSITIVE POWER 25,000
	8	SHARED DISPOSITIVE POWER 48,071,462 (see Item 4 and Item 8)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 48,096,462 (see Item 4 and Item 8)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 69.4% (see Item 4 and Item 8)
12	TYPE OF REPORTING PERSON IN

CUSIP No. 72941W100 SCHEDULE 13G Page 7 of 14

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Steven M. Lefkowitz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a)  o (b)  o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER 10,000
	6	SHARED VOTING POWER 0 (see Item 4 and Item 8)
	7	SOLE DISPOSITIVE POWER 10,000
	8	SHARED DISPOSITIVE POWER 0 (see Item 4 and Item 8)

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,000 (see Item 4 and Item 8)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.0% (see Item 4 and Item 8)
12	TYPE OF REPORTING PERSON IN

CUSIP No. 72941W100 SCHEDULE 13G Page 8 of 14

ITEM 1.	(a)	Name of Issuer: Ply Gem Holdings, Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices: 5020 Weston Parkway, Suite 400 Cary, North Carolina 27513
ITEM 2.	(a)	This Statement on Schedule 13G is being filed on behalf of the following persons (each, a “Reporting Person” and collectively, the “Reporting Persons”): Caxton-Iseman (Ply Gem), L.P. (“CI Partnership I”); Caxton-Iseman (Ply Gem) II, L.P. (“CI Partnership II”); Rajaconda Holdings, Inc. (“Holdings”), the general partner of each of CI Partnership I and CI Partnership II; FJI Gloucester LLC (“FJI LLC”), the sole owner of Holdings; Frederick J. Iseman, the sole owner of FJI LLC; and Steven M. Lefkowitz.
	(b)	Address of Principal Business Office, or if None, Residence: The principal business office for all persons filing, other than Steven M. Lefkowitz, is: c/o CI Capital Partners LLC 500 Park Avenue New York, New York 10022 The principal business office for Steven M. Lefkowitz is: c/o Ply Gem Holdings, Inc. 5020 Weston Parkway, Suite 400 Cary, North Carolina 27513
	(c)	Citizenship: See row 4 of the cover page of each Reporting Person.
	(d)	Title of Class of Securities: Common stock, par value $0.01 per share
	(e)	CUSIP Number: 72941W100
ITEM 3.	IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
	N/A
ITEM 4.	OWNERSHIP
	All ownership percentages set forth herein assume that there are 67,845,371 shares of common stock, par value $0.01 per share, of the Issuer (“Common Stock”) outstanding, representing the total number of shares reported in the Quarterly Report of the Issuer filed on Form 10-Q with the Securities and Exchange Commission (the “SEC”) on November 7, 2014, prior to giving effect to the conversion of options held by the Management Stockholders (as defined below) included within the Management Shares.

CUSIP No. 72941W100 SCHEDULE 13G Page 9 of 14

Holdings, which is the general partner of each of CI Partnership I and CI Partnership II (together, the “CI Partnerships”), is wholly-owned by FJI LLC, which is wholly-owned and controlled by Frederick J. Iseman.  Holdings, FJI LLC and Frederick J. Iseman may be deemed to be the beneficial owner of shares of Common Stock held by the CI Partnerships. As a result of the Stockholders Agreement described in Item 8 below, each Reporting Person, other than Mr. Lefkowitz, may be deemed to beneficially own and share voting and dispositive power over an additional 2,376,219 shares of Common Stock beneficially owned by the Management Stockholders, assuming the conversion of all 1,438,009 options held by the Management Stockholders that are vested or that will vest within 60 days after December 31, 2014 (collectively, the “Management Shares”).
(a)	Amount beneficially owned: As of December 31, 2014, CI Partnership I may be deemed to be the beneficial owner of 12,361,850 shares of Common Stock and CI Partnership II may be deemed to be the beneficial owner of 38,085,831 shares of Common Stock, which, in each case, includes the 2,376,219 Management Shares. As of December 31, 2014, Holdings and FJI LLC may each be deemed to be the beneficial owner of 48,071,462 shares of Common Stock, consisting of the 9,985,631 shares of Common Stock held by CI Partnership I, the 35,709,612 shares of Common Stock held by CI Partnership II and the 2,376,219 Management Shares. As of December 31, 2014, Frederick J. Iseman, by virtue of his control of Rajaconda Holdings, Inc., may be deemed to be the beneficial owner of 48,096,462 shares of Common Stock, consisting of his direct ownership of 25,000 shares of Common Stock, the 9,985,631 shares of Common Stock held by CI Partnership I, the 35,709,612 shares of Common Stock held by CI Partnership II and the 2,376,219 Management Shares. Mr. Iseman disclaims any beneficial ownership of these shares of Common Stock, except to the extent of his personal pecuniary interest therein. As of December 31, 2014, Steven M. Lefkowitz had direct ownership of 10,000 shares of Common Stock.
(b)	Percent of class: Each of Holdings, FJI LLC and Frederick J. Iseman may be deemed to be the beneficial owner of approximately 69.4% of the total percentage of the voting power of the Common Stock and CI Partnership I and CI Partnership II may be deemed to be the beneficial owner of approximately 17.8% and 54.9%, respectively, of the total percentage of the voting power of the Common Stock.
(c)	Number of shares as to which such person has:
	(i)	Sole power to vote or to direct the vote: See row 5 of the cover page of each Reporting Person.
	(ii)	Shared power to vote or to direct the vote: See row 6 of the cover page of each Reporting Person.

CUSIP No. 72941W100 SCHEDULE 13G Page 10 of 14

		(iii)	Sole power to dispose or to direct the disposition of: See row 7 of the cover page of each Reporting Person.
		(iv)	Shared power to dispose or to direct the disposition of: See row 8 of the cover page of each Reporting Person.
ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
	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 5 percent of the class of securities, check the following x . Effective June 30, 2014, Steven M. Lefkowitz resigned as a director of Holdings. As a result of his resignation, Mr. Lefkowitz no longer has any investment control over the shares of common stock of the Issuer held by the CI Partnerships and therefore has ceased to beneficially own such shares. Therefore, as of June 30, 2014, Mr. Lefkowitz ceased to be the beneficial owner of more than 5 percent of the Issuer’s common stock and is no longer deemed to constitute part of the “group” with the other Reporting Persons and the Management Stockholders.
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
	N/A
ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
	N/A
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
	See Item 4. On May 22, 2013, in connection with the initial public offering of the Issuer, the CI Partnerships, certain members of the Issuer’s management (“Management Stockholders” and, together with the CI Partnerships, the “Pre-IPO Stockholders”), the Issuer and Ply Gem Prime Holdings, Inc. entered into a second amended and restated stockholders’ agreement (the “Stockholders Agreement”).  Under the Stockholders Agreement, the CI Partnerships (or if such partnerships are dissolved, Holdings) are entitled to nominate a number of directors to the Issuer’s board of directors (rounded up to the nearest whole number) equal to the percentage of the Issuer’s common stock beneficially owned by the Pre-IPO Stockholders (assuming the exercise or conversion of all outstanding options (whether vested or unvested) and convertible or exchangeable securities held by the Pre-IPO Stockholders).  Under the Stockholders Agreement, each of the Pre-IPO Stockholders has agreed to vote all shares of the Issuer’s voting stock held by it as directed by the CI Partnerships (or if such partnerships are dissolved, Holdings) in any voting matter before the Issuer’s stockholders including, without limitation, elections of directors (including the directors nominated by the CI Partnerships), amendments to the Issuer’s certificate of incorporation, approvals of mergers and other transactions or stockholder proposals, whether in an annual stockholder meeting, special stockholder meeting or an action by written consent.  The Stockholders Agreement also contains certain provisions restricting the transfer by the Management Stockholders of shares of Common Stock (or options to purchase shares of Common Stock) held by them at the time of the Issuer’s initial public offering (the “IPO”) without the prior consent of the CI Partnerships, subject to certain exceptions, for the first two years after the IPO.  The Stockholders Agreement is filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K (File No. 001-35930) filed with the SEC on May 29, 2013, and the foregoing summary is qualified in its entirety by the terms thereof. Given the terms of the Stockholders Agreement, the Reporting Persons, other than Mr. Lefkowitz, together with the Management Stockholders may be deemed to constitute a “group” that for the purposes of Section 13(d)(3) of the Act that, as of the date hereof, collectively beneficially owns approximately 48,071,462 shares, or approximately 69.4%, of the Issuer’s outstanding shares of Common Stock.  Each Reporting Person disclaims beneficial ownership of shares of Common Stock other than the shares directly held by such Reporting Person.

CUSIP No. 72941W100 SCHEDULE 13G Page 11 of 14

ITEM 9.	NOTICE OF DISSOLUTION OF GROUP.
	N/A
ITEM 10.	CERTIFICATIONS.
	N/A

CUSIP No. 72941W100 SCHEDULE 13G Page 12 of 14

SIGNATURE

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.

Dated:  February 13, 2015

CAXTON-ISEMAN (PLY GEM), L.P.
By:	RAJACONDA HOLDINGS, INC., its General Partner
	By:	/s/ Frederick J. Iseman
		Name: Frederick J. Iseman
		Title:   President

CAXTON-ISEMAN (PLY GEM) II, L.P.
By:	RAJACONDA HOLDINGS, INC., its General Partner
	By:	/s/ Frederick J. Iseman
		Name: Frederick J. Iseman
		Title:   President

RAJACONDA HOLDINGS, INC.
By:	/s/ Frederick J. Iseman
	Name:  Frederick J. Iseman
	Title:    President

FJI GLOUCESTER LLC
By:	/s/ Frederick J. Iseman
	Name:  Frederick J. Iseman
	Title:    Manager

FREDERICK J. ISEMAN

/s/ Frederick J. Iseman

Name:  Frederick J. Iseman

STEVEN M. LEFKOWITZ

/s/ Steven M. Lefkowitz

Name:  Steven M. Lefkowitz

CUSIP No. 72941W100 SCHEDULE 13G Page 13 of 14

EXHIBIT INDEX

Exhibit No.	Description
1	Joint Filing Agreement.
2	Second Amended and Restated Stockholders’ Agreement, dated as of May 22, 2013, by and among Ply Gem Holdings, Inc., Ply Gem Prime Holdings, Inc., Caxton-Iseman (Ply Gem), L.P., Caxton-Iseman (Ply Gem) II, L.P., the management stockholders named therein and for purposes of certain sections only, Rajaconda Holdings, Inc. (incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K (File No. 001-35930) filed with the Securities and Exchange Commission on May 29, 2013).

CUSIP No. 72941W100 SCHEDULE 13G Page 14 of 14

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Schedule 13G (and any and all further amendments thereto).  This Joint Filing Agreement shall be included as an Exhibit to such joint filing.  In evidence thereof, each of the undersigned, being duly authorized, hereby executed this Agreement.

Dated:           February 13, 2015

CAXTON-ISEMAN (PLY GEM), L.P.
By:	RAJACONDA HOLDINGS, INC., its General Partner
	By:	/s/ Frederick J. Iseman
		Name: Frederick J. Iseman
		Title:   President

CAXTON-ISEMAN (PLY GEM) II, L.P.
By:	RAJACONDA HOLDINGS, INC., its General Partner
	By:	/s/ Frederick J. Iseman
		Name: Frederick J. Iseman
		Title:   President

RAJACONDA HOLDINGS, INC.
By:	/s/ Frederick J. Iseman
	Name:  Frederick J. Iseman
	Title:    President

FJI GLOUCESTER LLC
By:	/s/ Frederick J. Iseman
	Name:  Frederick J. Iseman
	Title:    Manager

FREDERICK J. ISEMAN

/s/ Frederick J. Iseman

Name:  Frederick J. Iseman

STEVEN M. LEFKOWITZ

/s/ Steven M. Lefkowitz

Name:  Steven M. Lefkowitz