Sec Form 4 Filing - Edwards Jeffrey W. @ Installed Building Products, Inc. - 2023-11-20

Insider filing report for Changes in Beneficial Ownership
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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
Edwards Jeffrey W.
2. Issuer Name and Ticker or Trading Symbol
Installed Building Products, Inc. [ IBP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CEO and Chairman
(Last) (First) (Middle)
C/O INSTALLED BUILDING PRODUCTS, INC., 495 S. HIGH STREET, SUITE 50
3. Date of Earliest Transaction (MM/DD/YY)
11/20/2023
(Street)
COLUMBUS, OH43215
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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, $0.01 par value per share 1,516,194 I See footnote ( 1 )
Common Stock, $0.01 par value per share 2,677,819 I See footnote ( 2 )
Common Stock, $0.01 par value per share 175,181 D
Common Stock, $0.01 par value per share 173,408 I See footnote ( 3 )
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
Forward sale contract (potential obligation to sell) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 11/20/2023 J/K( 4 )( 5 )( 6 )( 7 )( 8 ) 450,000 ( 9 ) ( 9 ) Common Stock 450,000 ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) 450,000 I See Footnote ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Edwards Jeffrey W.
C/O INSTALLED BUILDING PRODUCTS, INC.
495 S. HIGH STREET, SUITE 50
COLUMBUS, OH43215
X X President, CEO and Chairman
Installed Building Systems, Inc.
C/O INSTALLED BUILDING PRODUCTS, INC.
495 S. HIGH STREET, SUITE 50
COLUMBUS, OH43215
Director by Deputization
Signatures
/s/ Michael T. Miller, Attorney-in-Fact 11/21/2023
Signature of Reporting Person Date
/s/ Michael T. Miller, Attorney-in-Fact for Installed Building Systems, Inc. 11/21/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These securities are held directly by Installed Building Systems, Inc. ("IBS"). The Reporting Person, other than IBS, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. The Reporting Persons remain the beneficial owners of all Pledged Shares, as defined in Footnote 4, reported in Table II to the extent of his or its pecuniary interest therein. The Reporting Person, other than IBS, is the sole beneficial owner of the shares reported in Table I as directly owned.
( 2 )These securities are held directly by PJAM IBP Holdings, Inc. ("PJAM"). The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. IBP Holding Company is the sole shareholder of PJAM.
( 3 )These securities are held by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
( 4 )IBS entered into two prepaid variable forward sale contracts with an unaffiliated third party buyer. IBS pledged an aggregate of 450,000 shares (the "Pledged Shares") of Installed Building Products, Inc. common stock ("Common Stock") to secure its obligations under the contracts, and retained dividend and voting rights in the Pledged Shares during the term of the pledge.
( 5 )The contracts obligate IBS to deliver to the buyer, on the applicable settlement date for each of the 15 components, up to one hundred percent (100%) of the number of Pledged Shares for such component or, at IBS' option, an equivalent amount of cash. The number of shares of Common Stock to be delivered to the buyer on the settlement date (or on which to base the amount of cash to be delivered to the buyer on the settlement date) is to be determined as follows: (a) if the volume-weighted average price of the Common Stock on the designated valuation date for the applicable component (each, a "Settlement Price") is less than or equal to $131.9962 (the "Floor Price"), IBS will deliver to the buyer all of the Pledged Shares for the applicable component;
( 6 )(Continued from Footnote 5) (b) if such Settlement Price is greater than the Floor Price but less than or equal to $166.7321 (the "Cap Price"), IBS will deliver to the buyer the number of shares equal to one hundred percent (100%) of the Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price and the denominator of which is such Settlement Price and
( 7 )(Continued from Footnote 6) (c) if such Settlement Price is greater than the Cap Price, IBS will deliver to the buyer the number of shares equal to one hundred percent (100%) of Pledged Shares for the applicable component multiplied by a fraction, the numerator of which is the Floor Price plus the excess of such Settlement Price over the Cap Price, and the denominator of which is such Settlement Price.
( 8 )In connection with the entry into the forward contracts described in Footnote (4), IBS is entitled to receive aggregate net cash payments (amounts receivable by it upon entry into the forward contract) of $48,769,133. Such amount was determined based on the market value of the Common Stock on November 20, 2023.
( 9 )Each component is exercisable on the same date as it expires, and the expiration dates for the components occur from November 16, 2026 to November 23, 2026 under one contract and from May 24, 2027 to June 4, 2027 under the other contract.
( 10 )These securities are held directly by IBS. The Reporting Person, other than IBS, disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

Remarks:
The Reporting Persons currently retain ownership of all shares of Installed Building Products, Inc. common stock that are subject to the Pledge Agreement and rights related thereto, including all voting rights.

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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