Sec Form 4 Filing - Antonelli Todd A @ PGT, Inc. - 2013-08-08

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
Antonelli Todd A
2. Issuer Name and Ticker or Trading Symbol
PGT, Inc. [ PGTI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President
(Last) (First) (Middle)
C/O PGT INDUSTRIES, INC., 1070 TECHNOLOGY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
08/08/2013
(Street)
NOKOMIS, FL34275
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 08/08/2013 M 10,436 A $ 2.59 10,436 D
Common stock, par value $0.01 per share 08/08/2013 F 4,673 ( 1 ) D $ 10.39 5,763 D
Common stock, par value $0.01 per share 08/08/2013 S 5,763 D $ 10.39 0 D
Common stock, par value $0.01 per share 08/09/2013 M 69,564 A $ 2.59 69,564 D
Common stock, par value $0.01 per share 08/09/2013 F 31,905 ( 2 ) D $ 10.16 37,659 D
Common stock, par value $0.01 per share 08/09/2013 S 37,659 D $ 10.16 0 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
Stock Option (Right to Buy) $ 2.59 08/08/2013 M 80,000 ( 3 ) 05/15/2022 Common Stock 80,000 $ 0 320,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Antonelli Todd A
C/O PGT INDUSTRIES, INC.
1070 TECHNOLOGY DRIVE
NOKOMIS, FL34275
Vice President
Signatures
/s/ Todd Antonelli 08/12/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects 4,673 shares withheld at market price of $10.39 per share less an exercise price of $2.59 per share to fund the cashless exercise of 10,436 options owned by Mr. Antonelli and the tax liability associated therewith. Such cashless exercise was in accordance with terms and provisions of the Company's Amended and Restated 2006 Equity Incentive Plan as approved by the Board of Directors.
( 2 )Reflects 31,905 shares withheld at market price of $10.16 per share less an exercise price of $2.59 per share to fund the cashless exercise of 69,564 options owned by Mr. Antonelli and the tax liability associated therewith. Such cashless exercise was in accordance with terms and provisions of the Company's Amended and Restated 2006 Equity Incentive Plan as approved by the Board of Directors.
( 3 )An aggregate of 400,000 options exercisable in three approximately equal annual installments beginning on May 15, 2013.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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