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
 
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1. Name and Address of Reporting Person*
Raich Steven G.

(Last) (First) (Middle)
C/O CETUS CAPITAL II, LLC
8 SOUND SHORE DRIVE, SUITE 303

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
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
Officer (give title below) Other (specify below)
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 4,992,000 D(1)
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*
Raich Steven G.

(Last) (First) (Middle)
C/O CETUS CAPITAL II, LLC
8 SOUND SHORE DRIVE, SUITE 303

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cetus Capital II, LLC

(Last) (First) (Middle)
8 SOUND SHORE DRIVE
SUITE 303

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Littlejohn Fund IV, L.P.

(Last) (First) (Middle)
8 SOUND SHORE DRIVE
SUITE 303

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Littlejohn Associates IV, L.L.C.

(Last) (First) (Middle)
8 SOUND SHORE DRIVE
SUITE 303

(Street)
GREENWICH CT 06830

(City) (State) (Zip)
Explanation of Responses:
1. 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. Steven G. Raich is a manager of Associates IV and holds voting and dispositive power over these shares. Each of Fund IV, Associates IV and Steven G. Raich disclaim beneficial ownership of these securities except to the extent of its or his 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.
Remarks:
This report is filed jointly by Cetus Capital II, LLC, Littlejohn Fund IV, L.P., Littlejohn Associates IV, L.P. and Mr. Steven G. Raich. Exhibit 24 - Power of Attorney
/s/ Steven G. Raich 02/12/2014
/s/ Steven G. Raich CETUS CAPITAL II, LLC, By: Steven G. Raich Managing Director 02/12/2014
/s/ Steven G. Raich LITTLEJOHN FUND IV, L.P., By: Steven G. Raich Manager 02/12/2014
/s/ Steven G. Raich LITTLEJOHN ASSOCIATES IV, LP, By: Steven G. Raich Manager 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.
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                         EXHIBIT 24 - POWER OF ATTORNEY

                                POWER OF ATTORNEY

        Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Davis, Kenneth Warren, and Steven Raich, and each of them,
acting singly, as the undersigned's true and lawful attorney-in-fact to:

(1)   execute for and on behalf of the undersigned, in the undersigned's
      capacity as holder of securities issued by 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 thereunder;

(2)   do and perform any and all acts for and on behalf of the undersigned which
      may be necessary or desirable to complete and execute any such Form 3, 4,
      and 5 or other form or report, and timely file such form or report with
      the United States Securities and Exchange Commission and any stock
      exchange or similar authority; and

(3)   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 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
      discretion.

        The undersigned hereby grants to 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
one by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934 or Form 144 in accordance
with Rule 144 under the Securities Act of 1933.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 10th day of February, 2014.


                          /s/ Steven G. Raich
                       ----------------------------------------
                         Steven G. Raich


                       Cetus Capital II, LLC

                       By: Littlejohn Fund IV, L.P., manager
                       By: Littlejohn Associates IV, L.L.C., its general partner


                       Name:    /s/ Robert E. Davis
                             ------------------------------------
                       By:   Robert E. Davis, authorized signatory


                       Littlejohn Fund IV, L.P.

                       By: Littlejohn Associates IV, L.L.C., its general partner


                       Name:    /s/ Robert E. Davis
                             ------------------------------------
                       By:   Robert E. Davis, authorized signatory


                       Littlejohn Associates IV, L.L.C.


                       Name:    /s/ Robert E. Davis
                             ------------------------------------
                       By:   Robert E. Davis, authorized signatory