Rodney Hershberger Form 4 PGT Innovations / Rodney Hershberger ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Hershberger Rodney

(Last) (First) (Middle)

PGT, INC.

1070 TECHNOLOGY DRIVE

(Street)

NORTH VENICE FL 34275

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PGT Innovations, Inc. [ PGTI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
PGTI Common Stock	12/16/2019		M		25,000(1)	A	$2	1,340,065	D
PGTI Common Stock	12/16/2019		S		11,870(2)	D	$14.98(3)	1,328,195	D
PGTI Common Stock	12/17/2019		M		25,000(1)	A	$2	1,353,195	D
PGTI Common Stock	12/17/2019		S		11,850(2)	D	$15.01(4)	1,341,345	D

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)	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
Stock Option (Right to Buy)	$2	12/16/2019		M			25,000	(5)	04/06/2020	Common Stock	25,000	$0	176,754	D
Stock Option (Right to Buy)	$2	12/17/2019		M			25,000	(5)	04/06/2020	Common Stock	25,000	$0	151,754	D

Explanation of Responses:

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.

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 $14.89 to $15.24 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 $14.88 to $15.10 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.

	RODNEY HERSHBERGER	12/18/2019
	** 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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