Ontario Teachers Pension Plan Board's Form 4 filing
AZEK Co Inc. (AZEK) · filed Jun 12, 2023
- Accession no.
- 0001839882-23-015296
- Filed
- Jun 12, 2023
- Trade date
- Jun 8-9, 2023
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Not checked
This filing lists 2 non-derivative transactions and 1 derivative transaction. Open-market sales total $125.6M. It was filed 4 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Ontario Teachers Pension Plan BoardCIK 0000937567 | Director |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jun 8, 2023 | Class A Common Stock, par value $0.001 per share | XIn-the-money exerciseDisposed | −1,050,000 | $24.36 | −$25,578,000 | 6,275,990 | Direct | |
| Jun 9, 2023 | Class A Common Stock, par value $0.001 per share | SSaleDisposed | −4,886,250 | $25.70 | −$125,576,625 | 1,389,740 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jun 8, 2023 | Class A Common Stock | XIn-the-money exerciseDisposed | −1,050,000 | –F1 | – | 0 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
Disposition pursuant to an underwriting agreement, dated May 16, 2023 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock pursuant to the final prospectus dated May 16, 2023 and filed with the U.S. Securities and Exchange Commission on May 18, 2023 pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended, which offering was consummated on May 16, 2023 (the "Offering"). The Underwriting Agreement granted the underwriter an option to purchase an additional 1,050,000 shares of Class A Common Stock (the "Option") at the same price as the sale price to the underwriter in the Offering within 30 days from the date of Underwriting Agreement. On June 8, 2023, the underwriter exercised the Option in full.
Referenced by the price of 1 transaction in Table II.
Remarks
For as long as OTPP held at least 5% of the total outstanding shares of the Issuer, OTPP had the right to nominate directors for election to the board of directors of the Issuer pursuant to a stockholders agreement, dated June 11, 2020, by and among the Issuer, Ares Corporate Opportunities Fund IV, L.P. ("ACOF IV") and OTPP. OTPP and ACOF IV had previously jointly nominated one director to the Issuer's board of directors, and OTPP has nominated one director. As a result of the Offering, OTPP will no longer hold more than 5% of the outstanding shares of Class A Common Stock and will therefore no longer be entitled to nominate directors to the Board. OTPP's current director nominees will continue in their respective positions until their successors are duly elected. Accordingly, OTPP may be deemed to be a director by deputization until such time.