| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Foundation Building Materials, Inc. [ FBM ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/29/2021 | ||||||||||||||||||||||||||
| 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 | 01/29/2021 | D(1) | 69,406 | D | $19.25 | 0.00 | D | |||
| Common Stock | 01/29/2021 | D(1) | 12,500 | D | $19.25 | 0.00 | I | See Footnote(2) | ||
| Common Stock | 01/29/2021 | D(1) | 21,430 | D | $19.25 | 0.00 | I | See Footnote(3) | ||
| Common Stock | 01/29/2021 | D(1) | 119,454 | D | $19.25 | 0.00 | I | See Footnote(4) | ||
| 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 | ||||||||
| Restricted Stock Unit | (5) | 01/29/2021 | D(6) | 163,235 | (6) | (6) | Common Stock | 163,235 | (6) | 0.00 | D | ||||
| Stock Option | $18.61 | 01/29/2021 | D(7) | 130,820 | (7) | (7) | Common Stock | 130,820 | (7) | 0.00 | D | ||||
| Stock Option | $15.4 | 01/29/2021 | D(7) | 102,319 | (7) | (7) | Common Stock | 102,319 | (7) | 0.00 | D | ||||
| Stock Option | $14 | 01/29/2021 | D(7) | 60,760 | (7) | (7) | Common Stock | 60,760 | (7) | 0.00 | D | ||||
| Stock Option | $9.44 | 01/29/2021 | D(7) | 268,240 | (7) | (7) | Common Stock | 268,240 | (7) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of November 14, 2020 (the "Merger Agreement") by and among the Company, ASP Flag Intermediate Holdings, Inc., a Delaware corporation ("Parent") and ASP Flag Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), on January 29, 2021, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $19.25 per share in cash, without interest and less any applicable tax withholdings. |
| 2. Held by the Ruben and Heidi Mendoza Irrevocable Trust dated Jan. 1, 2007. Mr. Mendoza disclaims beneficial ownership of any securities in which he does not have a pecuniary interest. |
| 3. Held by Milosophia LLC. Mr. Mendoza disclaims beneficial ownership of any securities in which he does not have a pecuniary interest. |
| 4. Held by The Mendoza Family Trust dated June 3, 2003. |
| 5. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share. |
| 6. Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $19.25 in cash. |
| 7. Pursuant to the Merger Agreement, each option to purchase shares of common stock that is outstanding immediately prior to the consummation of the Merger will fully vest and be converted into the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the remainder, if positive, of $19.25 minus the exercise price per share of the Company stock option multiplied by (y) the number of shares of common stock. If the exercise price per share of a Company stock option equals or exceeds $19.25, the Company stock option will be canceled. |
| Remarks: |
| /s/ Richard Tilley, Attorney-in-Fact | 01/29/2021 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
