SEC Form SC 13D/A filed by Cornerstone Building Brands Inc. (Amendment)

2/18/22 9:30:03 AM ET

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SC 13D/A 1 eh220227468_13da3-cbbi.htm AMENDMENT NO. 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 13)*

Under the Securities Exchange Act of 1934

Cornerstone Building Brands, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

628852204

(CUSIP Number)

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY10019-6064

Attn: John C. Kennedy
(212) 373-3000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 15, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240 13d-7 for other parties to whom copies are to be sent.

* 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, as amended (“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. 628852204

SCHEDULE 13D

Page 2 of 17

1	NAME OF REPORTING PERSON Atrium Intermediate Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,966,311.41 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,966,311.41 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,966,311.41 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.73%*
14	TYPE OF REPORTING PERSON OO

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 3 of 17

1	NAME OF REPORTING PERSON Atrium Window Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,966,311.41 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,966,311.41 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,966,311.41 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.73%*
14	TYPE OF REPORTING PERSON OO

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 4 of 17

1	NAME OF REPORTING PERSON Atrium Window Parent, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,966,311.41 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,966,311.41 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,966,311.41 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.73%*
14	TYPE OF REPORTING PERSON OO

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 5 of 17

1	NAME OF REPORTING PERSON GGC Atrium Window Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,966,311.41 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,966,311.41 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,966,311.41 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.73%*
14	TYPE OF REPORTING PERSON OO

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 6 of 17

1	NAME OF REPORTING PERSON GGC BP Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON OO

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 7 of 17

1	NAME OF REPORTING PERSON Golden Gate Capital Opportunity Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON PN

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 8 of 17

1	NAME OF REPORTING PERSON Golden Gate Capital Opportunity Fund-A, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (see Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON PN

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 9 of 17

1	NAME OF REPORTING PERSON GGCOF Co-Invest Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (see Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON PN

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 10 of 17

1	NAME OF REPORTING PERSON GGCOF Co-Invest, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (see Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON PN

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 11 of 17

1	NAME OF REPORTING PERSON GGC Opportunity Fund Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON PN

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 12 of 17

1	NAME OF REPORTING PERSON GGCOF Executive Co-Invest, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON PN

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 13 of 17

1	NAME OF REPORTING PERSON GGCOF IRA Co-Invest, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON PN

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 14 of 17

1	NAME OF REPORTING PERSON GGC Opportunity Fund Management GP, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands

NUMBER OF

BENEFICIALLY

OWNED BY EACH

REPORTING PERSON

WITH

SOLE VOTING POWER

SHARED VOTING POWER

5,989,403 (See Item 5)

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

5,989,403 (See Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,989,403 (See Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.75%*
14	TYPE OF REPORTING PERSON CO

* Based on 126,218,902 shares outstanding as of November 2, 2021, as reported in Cornerstone Building Product Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2021.

CUSIP No. 628852204

SCHEDULE 13D

Page 15 of 17

Explanatory Note:

This Amendment No. 3 (this “Amendment 3”) amends and supplements the original statement on Schedule 13D filed on November 23, 2018 (the “Original Statement”), as amended on February 5, 2021 (“Amendment 1”) and March 10, 2021 (“Amendment 2”), by Atrium Intermediate Holdings, LLC (“Atrium Intermediate”), Atrium Window Holdings, LLC (“Atrium Holdings”), Atrium Window Parent, LLC (“Atrium Parent”), GGC Atrium Window Holdings, LLC (“GGC Atrium”), GGC BP Holdings, LLC (“GGC BP”, and collectively with Atrium Holdings, Atrium Intermediate, Atrium Parent and GGC Atrium, the “Atrium Entities”), Golden Gate Capital Opportunity Fund, L.P. (“GGCOF”), Golden Gate Capital Opportunity Fund-A, L.P. (“GGCOF-A”), GGCOF Co-Invest, L.P. (“GGCOF Co-Invest”), GGCOF Executive Co-Invest, L.P. (“Executive Co-Invest”), GGCOF IRA Co-Invest, L.P. (“IRA Co-Invest”), GGC Opportunity Fund Management, L.P. (“Fund GP”), GGCOF Co-Invest Management, L.P. (“Co-Invest GP”) and GGC Opportunity Fund Management GP, Ltd. (“Ultimate GP”) (collectively, the “Reporting Persons”). Except as specifically provided herein, this Amendment 3 does not modify any of the information previously reported in the Original Statement, as amended by Amendments 1 and 2. Capitalized terms used but not defined in this Amendment 3 shall have the meanings set forth in the Original Statement, as amended by Amendments 1 and 2. The purpose of this Amendment 3 is to disclose recent transactions identified in Item 4 and to reflect an exit filing by the Reporting Persons.

Item 4. Purpose of Transaction.

Item 4 of Amendment 1 is hereby amended and supplemented by inserting the following at the end thereof:

On February 15, 2022, Atrium Intermediate Holdings, LLC sold 1,494,217 shares of Common Stock and GGC BP Holdings, LLC sold 5,783 shares of Common Stock pursuant to a block trade at a price of $21.32 per share (the “Block Trade”).

Item 5. Interest in Securities of the Issuer.

The disclosures provided in Item 5(a)-(c) of Amendment 1 are hereby amended and restated in their entirety as follows:

Item 4 of this Amendment 3 is incorporated by reference in its entirety into this Item 5.

(a) – (b) In the aggregate, the Reporting Persons beneficially own, as of February 15, 2022, 5,989,403 shares of Common Stock by virtue representing approximately 4.75% of the Issuer’s Common Stock outstanding based on 126,218,902 shares of Common Stock outstanding as of November 2, 2021, after giving effect to the Block Trade. Each of the Atrium Entities, the Funds, Fund GP and Co-Invest GP have shared dispositive power with each other with respect to the Common Stock.

As a result of the relationships described in Item 2 of the Original Statement, each of the Reporting Persons may be deemed to beneficially own the Common Stock of the Issuer. Neither the filing of the Original Statement, Amendment 1, Amendment 2, this Amendment 3, nor any of their contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed.

(c) Item 4 above describes all transactions in the Common Stock that were effected by the Reporting Persons during the 60-day period prior to the date of this Amendment 3. Except for the transactions set forth in Item 4 above, either the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any person named in Item 2 of the Original Statement, has effected any other transactions in the Common Stock during such 60-day period.

CUSIP No. 628852204

SCHEDULE 13D

Page 16 of 17

SIGNATURES

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this Amendment 3 is true, complete and correct.

Dated: February 16, 2022

	Golden Gate Capital Opportunity Fund, L.P.
	Golden Gate Capital Opportunity Fund-A, L.P.

	By:		GGC Opportunity Fund Management, L.P.
	Its:		General Partner

	By:		GGC Opportunity Fund Management GP, Ltd.
	Its:		General Partner

	By:		/s/ Stephen D. Oetgen
			Name: Stephen D. Oetgen Title: Director

	GGC Opportunity Fund Management, L.P.

	By:		GGC Opportunity Fund Management GP, Ltd.
	Its:		General Partner

	By:		/s/ Stephen D. Oetgen
			Name: Stephen D. Oetgen Title: Director

	GGC Opportunity Fund Management GP, Ltd.

	By:		/s/ Stephen D. Oetgen
			Name: Stephen D. Oetgen Title: Director

CUSIP No. 628852204

SCHEDULE 13D

Page 17 of 17

	GGCOF Co-Invest, L.P. GGCOF Executive Co-Invest, L.P. GGCOF IRA Co-Invest, L.P.

	By:		GGCOF Co-Invest Management, L.P.
	Its:		General Partner

	By:		GGC Opportunity Fund Management, L.P.
	Its:		General Partner

	By:		GGC Opportunity Fund Management GP, Ltd.
	Its:		General Partner

	By:		/s/ Stephen D. Oetgen
			Name: Stephen D. Oetgen Title: Director

	GGCOF Co-Invest Management, L.P.

	By:		GGC Opportunity Fund Management, L.P.
	Its:		General Partner

	By:		GGC Opportunity Fund Management GP, Ltd.
	Its:		General Partner

	By:		/s/ Stephen D. Oetgen
			Name: Stephen D. Oetgen Title: Director

	Atrium Window Holdings, LLC Atrium Intermediate Holdings, LLC Atrium Window Parent, LLC GGC Atrium Window Holdings, LLC GGC BP Holdings, LLC

	By:		/s/ Stephen D. Oetgen
			Name: Stephen D. Oetgen Title: Authorized Signatory

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Date	Price Target	Rating	Analyst
1/31/2025	$93.00	Hold	Jefferies
2/15/2022	$23.00 → $24.65	Buy → Neutral	DA Davidson
2/14/2022		Buy → Neutral	Sidoti
1/26/2022	$168.00 → $180.00	Market Perform → Outperform	Raymond James
11/16/2021	$177.00	Neutral	Atlantic Equities
9/20/2021	$165.00 → $175.00	Hold → Buy	TD Securities
9/20/2021	$147.00 → $160.00	Sector Outperform	Scotiabank
9/17/2021	$139.00 → $168.00	Sector Perform → Outperform	RBC Capital

SEC Form SC 13D/A filed by Cornerstone Building Brands Inc. (Amendment)

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