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*
Installed Building Systems, Inc.

(Last) (First) (Middle)
C/O INSTALLED BUILDING PRODUCTS, INC.
495 SOUTH HIGH STREET, SUITE 50

(Street)
COLUMBUS OH 43215

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/17/2014
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) X Other (specify below)
Director by Deputization
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 3,785,882 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
Capped Call Option (right to buy)(1) (2) (2) Common Stock 314,460 20 D
Capped Call Option (right to buy)(3) (4) (4) Common Stock 167,540 20 D
Explanation of Responses:
1. The Call Option has a capped upside participation price to the Reporting Person of $32.50 (the "Cap Price"). Upon cash settlement of the Call Option, the Reporting Person could receive an amount equal to the product of (1) number of shares underlying the Call Option multiplied by (2) the difference between (A) the lower of (i) the Cap Price and (ii) the reference price (which is the average weighted average price, per share, of the underlying shares as reported by the exchange at the expiration time on the expiration date) and (B) the exercise price.
2. The Call Option is a European-style call option that consists of 314,460 shares with 15,723 shares becoming exercisable and expiring on each of June 1, 2016; June 2, 2016; June 3, 2016; June 6, 2016; June 7, 2016; June 8, 2016; June 9, 2016; June 10, 2016; June 13, 2016; June 14, 2016; June 15, 2016; June 16, 2016; June 17, 2016; June 20, 2016; June 21, 2016; June 22, 2016; June 23, 2016; June 24, 2016; June 27, 2016; and June 28, 2016.
3. The Call Option has a capped upside participation price to the Reporting Person of $40.00 (the "Cap Price"). Upon cash settlement of the Call Option, the Reporting Person could receive an amount equal to the product of (1) number of shares underlying the Call Option multiplied by (2) the difference between (A) the lower of (i) the Cap Price and (ii) the reference price (which is the average weighted average price, per share, of the underlying shares as reported by the exchange at the expiration time on the expiration date) and (B) the exercise price.
4. The Call Option is a European-style call option that consists of 167,540 shares with 8,377 shares becoming exercisable and expiring on each of June 1, 2017; June 2, 2017; June 5, 2017; June 6, 2017; June 7, 2017; June 8, 2017; June 9, 2017; June 12, 2017; June 13, 2017; June 14, 2017; June 15, 2017; June 16, 2017; June 19, 2017; June 20, 2017; June 21, 2017; June 22, 2017; June 23, 2017; June 26, 2017; June 27, 2017; and June 28, 2017.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Shelley A. McBride - Attorney-in-Fact for Installed Building Systems, Inc. 06/18/2014
** 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 24 - POWER OF ATTORNEY (INSTALLED BUILDING SYSTEMS, INC.)
			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 18th day of June, 2014.

                                  INSTALLED BUILDING SYSTEMS, INC.

      				 		/s/ Jeffrey W. Edwards
       					Name: Jeffrey W. Edwards
       					Title: President


       					Jeffrey W. Edwards
						Print Name