Sec Form 4 Filing - Cetus Capital II, LLC @ Installed Building Products, Inc. - 2014-06-17

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
Cetus Capital II, LLC
2. Issuer Name and Ticker or Trading Symbol
Installed Building Products, Inc. [ IBP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) X __ Other (specify below)
Former 10% owner
(Last) (First) (Middle)
8 SOUND SHORE DRIVE, SUITE 303
3. Date of Earliest Transaction (MM/DD/YY)
06/17/2014
(Street)
GREENWICH, CT06830
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 06/17/2014 S 3,300,000 D $ 11.875( 1 ) 1,692,000 I See footnote( 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
Cetus Capital II, LLC
8 SOUND SHORE DRIVE, SUITE 303
GREENWICH, CT06830
Former 10% owner
Littlejohn Fund IV, L.P.
8 SOUND SHORE DRIVE, SUITE 303
GREENWICH, CT06830
Former 10% owner
Littlejohn Associates IV, L.L.C.
8 SOUND SHORE DRIVE, SUITE 303
GREENWICH, CT06830
Former 10% owner
Signatures
/s/ Steven G. Raich - as Managing Director of Cetus Capital II, LLC 06/19/2014
Signature of Reporting Person Date
/s/ Steven G. Raich - as Manager of Littlejohn Fund IV, L.P. 06/19/2014
Signature of Reporting Person Date
/s/ Steven G. Raich - as Manager of Littlejohn Associates IV, L.L.C. 06/19/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price represents the public offering price of $12.50 per share, net of underwriting discounts of $0.625 per share.
( 2 )Cetus Capital II, LLC, a Delaware limited liability company, or Cetus II, is the direct holder of these shares. Littlejohn Fund IV, L.P., or Fund IV, as the sole member of Cetus II, and Littlejohn Associates IV, L.L.C., or Associates IV, the general partner of Fund IV, may each be deemed to be the indirect beneficial owner of these shares. Each of Fund IV and Associates IV disclaim beneficial ownership of these securities except to the extent of its pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. Steven G. Raich, a manager of Associates IV, has never had, and does not have, any pecuniary interest in any of the shares held by Cetus II.

Remarks:
This report is filed jointly by Cetus Capital II, LLC, Littlejohn Fund IV, L.P. and Littlejohn Associates IV, L.L.C.

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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