Sec Form 4 Filing - LEFKOWITZ STEVEN M @ PLY GEM HOLDINGS INC - 2014-06-30

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 LEFKOWITZ STEVEN M 2. Issuer Name and Ticker or Trading Symbol PLY GEM HOLDINGS INC [ PGEM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O PLY GEM HOLDINGS, INC., 5020 WESTON PARKWAY, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2014 (Street) CARY, NC27513 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 06/30/2014 J( 1 ) 9,985,631 D 0 ( 2 ) I See Footnote ( 3 ) Common stock 06/30/2014 J( 1 ) 35,709,612 D 0 ( 2 ) I See Footnote ( 4 ) Common stock 10,000 D

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 LEFKOWITZ STEVEN M C/O PLY GEM HOLDINGS, INC. 5020 WESTON PARKWAY, SUITE 400 CARY, NC27513 X Signatures /s/ Steven M. Lefkowitz 07/01/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective June 30, 2014, Mr. Lefkowitz (the "Reporting Person") resigned as director of Rajaconda Holdings, Inc. ("Rajaconda"), which is the sole general partner of Caxton-Iseman (Ply Gem), L.P. ("CI Partnership I") and Caxton-Iseman (Ply Gem) II, L.P. ("CI Partnership II" and, together with CI Partnership I, the "CI Partnerships"). As a result of his resignation, the Reporting Person no longer has any investment control over the shares of common stock of Ply Gem Holdings, Inc. (the "Issuer") held by the CI Partnerships and therefore has ceased to beneficially own such shares. No consideration was paid in connection with the Reporting Person's resignation as director of Rajaconda. ( 2 )To the extent the Reporting Person previously reported shares of common stock of the Issuer held by the CI Partnerships, he hereby disclaims such beneficial ownership except to the extent of his pecuniary interest in such shares. ( 3 )By CI Partnership I. ( 4 )By CI Partnership II.

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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