SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| C/O INSTALLED BUILDING PRODUCTS, INC. |
| 495 SOUTH HIGH STREET, SUITE 50 |
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
02/12/2014
|
3. Issuer Name and Ticker or Trading Symbol
Installed Building Products, Inc.
[ IBP ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| See Remarks |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Common stock, $0.01 par value per share |
13,971,360 |
D
|
|
| Common stock, $0.01 par value per share |
63,960 |
D |
|
| Common stock, $0.01 par value per share |
21,586 |
D
|
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| C/O INSTALLED BUILDING PRODUCTS, INC. |
| 495 SOUTH HIGH STREET, SUITE 50 |
(Street)
|
1. Name and Address of Reporting Person*
| C/O INSTALLED BUILDING PRODUCTS, INC. |
| 495 SOUTH HIGH STREET, SUITE 50 |
(Street)
|
| Explanation of Responses: |
|
|
| Remarks: |
|
|
/s/ Shelley A. McBride, as attorney-in-fact for Jeffrey W. Edwards |
02/12/2014 |
|
/s/ Shelley A. McBride, as attorney-in fact for IBP Investment Holdings, LLC |
02/12/2014 |
|
** Signature of Reporting Person |
Date |
| 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
5
(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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
EXHIBIT 24A - POWER OF ATTORNEY (JEFFREY W. EDWARDS)
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING PURPOSES
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Michael T. Miller, Shelley A. McBride and Julie
M. Allen, acting individually, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:
(1) execute for, and on behalf of, the undersigned, in the
undersigned's capacity as an officer, director and/or 10% beneficial owner of
Installed Building Products, Inc. (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to any attorney-in-fact and further approves and ratifies
any such release of information;
(3) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to prepare, complete and execute
any such Form 3, 4 or 5, and any amendments thereto, or other required report
and timely file such Forms or reports with the United States Securities and
Exchange Commission, the New York Stock Exchange and any stock exchange or
similar authority as considered necessary or advisable under Section 16(a) of
the Exchange Act; and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's sole discretion.
The undersigned hereby gives and grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.
The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent verification
of such information; (c) any documents prepared and/or executed by any
attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of
Attorney shall be in such form and shall contain such information and disclosure
as such attorney-in-fact, in his or her sole discretion, deems necessary or
advisable; (d) neither the Company nor any attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(e) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of, and transactions in, securities issued
by the Company, unless earlier revoked as to any attorney-in-fact by the
undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 28th day of January, 2014.
/s/ Jeffrey W. Edwards
-------------------------------------
Signature
Jeffrey W. Edwards
-------------------------------------
Print Name
EXHIBIT 24B - POWER OF ATTORNEY (IBP INVESTMENT HOLDINGS, LLC)
LIMITED POWER OF ATTORNEY FOR
SECTION 16 REPORTING PURPOSES
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Michael T. Miller, Shelley A. McBride and Julie
M. Allen, acting individually, as the undersigned's true and lawful
attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place and stead of the undersigned to:
(1) execute for, and on behalf of, the undersigned, in the
undersigned's capacity as an officer, director and/or 10% beneficial owner of
Installed Building Products, Inc. (the "Company"), Forms 3, 4, and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934 and the
rules and regulations promulgated thereunder (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to release
any such information to any attorney-in-fact and further approves and ratifies
any such release of information;
(3) do and perform any and all acts for and on behalf of the
undersigned that may be necessary or desirable to prepare, complete and execute
any such Form 3, 4 or 5, and any amendments thereto, or other required report
and timely file such Forms or reports with the United States Securities and
Exchange Commission, the New York Stock Exchange and any stock exchange or
similar authority as considered necessary or advisable under Section 16(a) of
the Exchange Act; and
(4) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of benefit
to, in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Limited Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve in
such attorney-in-fact's sole discretion.
The undersigned hereby gives and grants to each such attorney-in-fact
full power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and purposes as
the undersigned might or could do if personally present, with full power of
substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.
The undersigned hereby acknowledges that (a) the foregoing
attorneys-in-fact are serving in such capacity at the request of the
undersigned; (b) this Limited Power of Attorney authorizes, but does not
require, each such attorney-in-fact to act in his or her discretion on
information provided to such attorney-in-fact without independent verification
of such information; (c) any documents prepared and/or executed by any
attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of
Attorney shall be in such form and shall contain such information and disclosure
as such attorney-in-fact, in his or her sole discretion, deems necessary or
advisable; (d) neither the Company nor any attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and
(e) this Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5 with
respect to the undersigned's holdings of, and transactions in, securities issued
by the Company, unless earlier revoked as to any attorney-in-fact by the
undersigned in a signed writing delivered to such attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 28th day of January, 2014.
IBP INVESTMENT HOLDINGS, LLC
/s/ Jeffrey W. Edwards
----------------------------------------
Jeffrey W. Edwards
Manager
Jeffrey W. Edwards
----------------------------------------
Print Name
