Sec Form 4 Filing - ONTARIO TEACHERS PENSION PLAN BOARD @ AZEK Co Inc. - 2023-06-08

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
ONTARIO TEACHERS PENSION PLAN BOARD
2. Issuer Name and Ticker or Trading Symbol
AZEK Co Inc. [ AZEK]
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)
5650 YONGE STREET, 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/08/2023
(Street)
TORONTO, A6M2M 4H5
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
Class A Common Stock, par value $0.001 per share 06/08/2023 06/08/2023 X 1,050,000 D $ 24.36 6,275,990 ( 1 ) ( 2 ) D
Class A Common Stock, par value $0.001 per share 06/09/2023 06/09/2023 S 4,886,250 D $ 25.7 1,389,740 ( 1 ) ( 2 ) 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
Option (obligation to sell) ( 1 ) 06/08/2023 X 1,050,000 ( 1 ) ( 1 ) Class A Common Stock 1,050,000 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ONTARIO TEACHERS PENSION PLAN BOARD
5650 YONGE STREET
3RD FLOOR
TORONTO, A6M2M 4H5
X
Signatures
/s/ Jonathan Law, Managing Director, Corporate & Investments Compliance 06/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposition pursuant to an underwriting agreement, dated May 16, 2023 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of Common Stock pursuant to the final prospectus dated May 16, 2023 and filed with the U.S. Securities and Exchange Commission on May 18, 2023 pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended, which offering was consummated on May 16, 2023 (the "Offering"). The Underwriting Agreement granted the underwriter an option to purchase an additional 1,050,000 shares of Class A Common Stock (the "Option") at the same price as the sale price to the underwriter in the Offering within 30 days from the date of Underwriting Agreement. On June 8, 2023, the underwriter exercised the Option in full.
( 2 )The reported securities are owned by OTPP. Mr. Ashfaq Qadri may be deemed to have power to dispose of or convert the shares held by OTPP because of a delegation of authority from the Board of Directors of OTPP; however, approval of disposition decisions is made by senior personnel within the capital markets group of OTPP in accordance with internal portfolio guidelines. Voting decisions are made by personnel within the public equities group of OTPP in accordance with internal proxy voting guidelines. As such, Nr. Qadri expressly disclaims beneficial ownership of such shares.

Remarks:
For as long as OTPP held at least 5% of the total outstanding shares of the Issuer, OTPP had the right to nominate directors for election to the board of directors of the Issuer pursuant to a stockholders agreement, dated June 11, 2020, by and among the Issuer, Ares Corporate Opportunities Fund IV, L.P. ("ACOF IV") and OTPP. OTPP and ACOF IV had previously jointly nominated one director to the Issuer's board of directors, and OTPP has nominated one director. As a result of the Offering, OTPP will no longer hold more than 5% of the outstanding shares of Class A Common Stock and will therefore no longer be entitled to nominate directors to the Board. OTPP's current director nominees will continue in their respective positions until their successors are duly elected. Accordingly, OTPP may be deemed to be a director by deputization until such time.

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