Sec Form 4 Filing - LEVY PAUL S @ PGT, Inc. - 2013-12-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person LEVY PAUL S 2. Issuer Name and Ticker or Trading Symbol PGT, Inc. [ PGTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O JLL PARTNERS, INC., 450 LEXINGTON AVE., 31ST FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/12/2013 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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, par value $0.01 per share 12/12/2013 J( 1 ) 4,963,489 D $ 0 ( 1 ) 1,883,870 I ( 2 ) See footnotes ( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEVY PAUL S C/O JLL PARTNERS, INC. 450 LEXINGTON AVE., 31ST FLOOR NEW YORK, NY10017 X X Signatures /s/ Paul S. Levy 12/13/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 12, 2013, JLL Partners Fund IV, L.P. effected a pro-rata, in-kind distribution for no additional consideration of 6,298,189 shares of the common stock of PGT, Inc. (the "Company") theretofore owned by JLL Partners Fund IV, L.P. to its partners (the "Distribution"), of which 1,334,700 shares of common stock were distributed to JLL Associates IV, L.P., the general partner of JLL Partners Fund IV, L.P. ( 2 )Mr. Levy is the managing member of JLL Associates G.P. IV, L.L.C., which is the general partner of JLL Associates IV, L.P., which in turn is the general partner of JLL Partners Fund IV, L.P. Although Mr. Levy may be deemed to be an indirect beneficial owner of 1,883,870 shares of the Company's common stock, which is comprised of 1,334,700 shares directly owned by JLL Associates IV, L.P. and 549,170 shares directly owned by an entity owned by Mr. Levy, Mr. Levy disclaims beneficial ownership of the shares directly owned by JLL Associates IV, L.P., except to the extent of any pecuniary interest therein.

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).

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