Pres. Res. & Comm. Skelly Jonathan returned 194,358 shares to the company, closing all direct ownership in the company (SEC Form 4)
$AZEK
Plastic Products
Industrials
| 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
AZEK Co Inc. [ AZEK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2025 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 07/01/2025 | D | 194,358(1) | D | (2)(3) | 0 | D | |||
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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 | ||||||||
| Performance-Based Restricted Stock Units | (4)(5) | 07/01/2025 | D | 75,358(1) | (4)(5) | (4)(5) | Common Stock | 75,358 | (4)(5) | 0 | D | ||||
| Non-qualified stock options (right-to-buy) | $23 | 07/01/2025 | D | 164,807(1) | (6)(7) | 12/16/2030 | Common Stock | 164,807 | (6)(7) | 0 | D | ||||
| Non-qualified stock options (right-to-buy) | $34.27 | 07/01/2025 | D | 7,972(1) | (6)(7) | 12/04/2030 | Common Stock | 7,972 | (6)(7) | 0 | D | ||||
| Non-qualified stock options (right-to-buy) | $41.21 | 07/01/2025 | D | 6,054(1) | (6)(7) | 11/19/2031 | Common Stock | 6,054 | (6)(7) | 0 | D | ||||
| Non-qualified stock options (right-to-buy) | $17.39 | 07/01/2025 | D | 2,494(1) | (6)(7) | 07/01/2032 | Common Stock | 2,494 | (6)(7) | 0 | D | ||||
| Non-qualified stock options (right-to-buy) | $20.18 | 07/01/2025 | D | 24,391(1) | (6)(7) | 12/12/2032 | Common Stock | 24,391 | (6)(7) | 0 | D | ||||
| Non-qualified stock options (right-to-buy) | $38.15 | 07/01/2025 | D | 15,333(1) | (6)(7) | 12/15/2033 | Common Stock | 15,333 | (6)(7) | 0 | D | ||||
| Non-qualified stock options (right-to-buy) | $53.51 | 07/01/2025 | D | 9,438(1) | (6)(7) | 12/15/2034 | Common Stock | 9,438 | (6)(7) | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents shares (including in respect of shares underlying, as applicable, Company RSU Awards, Company PSU Awards and Company Stock Options (each as defined in the Agreement and Plan of Merger, dated as of March 23, 2025 (as amended, the "Merger Agreement"), by and among The AZEK Company Inc. ("AZEK"), James Hardie Industries plc ("JHX") and Juno Merger Sub Inc.)) disposed of pursuant to the closing of the transactions contemplated by the Merger Agreement. |
| 2. In accordance with the Merger Agreement, upon the Effective Time (as defined in the Merger Agreement), each share of Company Common Stock (as defined in the Merger Agreement) that was issued and outstanding immediately prior to the Effective Time (subject to certain exceptions) was converted into the right to receive $26.45 in cash, without interest (the "Cash Consideration"), and 1.0340 (the "Exchange Ratio") JHX ordinary shares, with cash in lieu of fractional JHX ordinary shares, where any such aggregated fractional shares are rounded to four (4) decimal places and multiplied by JHX's five-trading day volume-weighted average price ending on June 30, 2025, the trading day immediately prior to the closing of the transactions contemplated by the Merger Agreement (the "Parent Share Price") (collectively, the "Merger Consideration"). The Parent Share Price was $26.053018. |
| 3. Upon the Effective Time, each then-outstanding Company RSU Award held by the reporting person was assumed by JHX and converted into (A) a time-based restricted stock unit award of JHX covering a number of JHX ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock (as defined in the Merger Agreement) subject to the Company RSU Award by (2) the Exchange Ratio and (B) a cash award having a value equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company RSU Award by (2) the Cash Consideration. Each time-based restricted stock unit award of JHX and each cash award is subject to the same terms and conditions as were applicable to the Company RSU Award immediately prior to the Effective Time, including the vesting schedule. |
| 4. Upon the Effective Time, each then-outstanding Company PSU Award was assumed by JHX and converted into (A) a time-based restricted stock unit award of JHX covering a number of JHX ordinary shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company PSU Award by (2) the Exchange Ratio and (B) a cash award having a value equal to the product obtained by multiplying (1) the number of shares of Company Common Stock subject to the Company PSU Award by (2) the Cash Consideration. For purposes of the foregoing calculations, the number of shares of Company Common Stock subject to the Company PSU Award was determined based on (i) for fiscal years 2024 and 2025, actual performance and (ii) for fiscal years 2026 and 2027, target performance. |
| 5. (Continued from footnote 4) Each time-based restricted stock unit award of JHX and each cash award is subject to the same terms and conditions as were applicable to such Company PSU Award immediately prior to the Effective Time, including the vesting schedule (except that the performance-based vesting conditions do not apply from and after the Effective Time). |
| 6. Upon the Effective Time, each then-outstanding Company Stock Option held by the reporting person was assumed by JHX and converted into an option to purchase a number of JHX ordinary shares (rounded down to the nearest whole number of shares) equal to the product of (A) the number of shares of Company Common Stock subject to such Company Stock Option multiplied by (B) the Equity Award Exchange Ratio, with an exercise price per JHX ordinary share equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (A) the exercise price per share of Company Common Stock subject to such Company Stock Option by (B) the Equity Award Exchange Ratio. The Equity Award Exchange Ratio is defined as the sum of (A) the quotient (rounded to four (4) decimal places) obtained by dividing (x) the Cash Consideration by (y) the Parent Share Price and (B) the Exchange Ratio. |
| 7. (Continued from footnote 6) Each stock option of JHX is subject to the same terms and conditions as were applicable to such Company Stock Option immediately prior to the Effective Time, including the vesting schedule. |
| /s/ Morgan Walbridge, as Attorney-in-Fact for Jonathan Skelly | 07/02/2025 | |
| ** 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. | ||
| 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. | ||