UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
INSTALLED BUILDING PRODUCTS, INC.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
45780R101
(CUSIP Number)
December 31, 2023
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 45780R101
1. |
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NAMES OF REPORTING PERSONS
Jeffrey W. Edwards |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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SEC USE ONLY |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE VOTING POWER 168,178 |
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SHARED VOTING POWER |
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SOLE DISPOSITIVE POWER 168,178 |
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SHARED DISPOSITIVE POWER |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 16.0% (See Item 4(b)) |
12. |
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TYPE OF REPORTING PERSON (see instructions) IN |
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CUSIP No. 45780R101
1. |
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NAMES OF REPORTING PERSONS
IBP Holding Company |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3. |
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SEC USE ONLY |
4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE VOTING POWER 0 |
6. |
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SHARED VOTING POWER
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SOLE DISPOSITIVE POWER |
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8. |
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SHARED DISPOSITIVE POWER 2,677,819 |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4% (See Item 4(b)) |
12. |
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TYPE OF REPORTING PERSON (see instructions) HC |
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CUSIP No. 45780R101
1. |
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NAMES OF REPORTING PERSONS
PJAM IBP Holdings, Inc. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3. |
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SEC USE ONLY |
4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
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SOLE VOTING POWER 0 |
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SHARED VOTING POWER
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SOLE DISPOSITIVE POWER |
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8. |
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SHARED DISPOSITIVE POWER |
9. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.4% (See Item 4(b)) |
12. |
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TYPE OF REPORTING PERSON (see instructions) CO |
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CUSIP No. 45780R101
1. |
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NAMES OF REPORTING PERSONS
Installed Building Systems, Inc. |
2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
3. |
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SEC USE ONLY |
4. |
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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SOLE VOTING POWER 0 |
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SHARED VOTING POWER 1,516,194 |
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SOLE DISPOSITIVE POWER |
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SHARED DISPOSITIVE POWER 1,516,194 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
10. |
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
11. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.3% (See Item 4(b)) |
12. |
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TYPE OF REPORTING PERSON (see instructions) CO |
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CUSIP No. 45780R101
Item 1.
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(a) |
Name of Issuer Installed Building Products, Inc. |
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(b) |
Address of Issuer’s Principal Executive Offices
Columbus, OH 43215 |
Item 2.
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(a) |
Name of Person Filing
Mr. Jeffrey W. Edwards; IBP Holding Company (“IBP Holding”); PJAM IBP Holdings, Inc. (“PJAM”); and Installed Building Systems, Inc. (“IBS” and, together with IBP Holding and PJAM, the “Edwards Investor Entities”);
Mr. Edwards and the Edwards Investor Entities have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which they have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act. |
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(b) |
Address of the Principal Office or, if none, residence
For Mr. Edwards and each Edwards Investor Entity:
c/o Installed Building Products, Inc. 495 South High Street, Suite 50 Columbus, OH 43215 |
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(c) |
Citizenship
Mr. Edwards is a citizen of the United States of America. IBP Holding and PJAM are corporations incorporated under the laws of the State of Ohio. Installed Building Systems, Inc. is a corporation incorporated under the laws of the State of Delaware. |
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(d) |
Title of Class of Securities
Common Stock, par value $0.01 |
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(e) |
CUSIP Number
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is a:
Not Applicable
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CUSIP No. 45780R101
Item 4. Ownership.
Jeffrey W. Edwards |
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(a) Amount beneficially owned: 4,535,599 (b) Percent of class: 16.0%* (c)(i) Sole power to vote or to direct the vote: 168,178 (c)(ii) Shared power to vote or to direct the vote: 4,367,421 (c)(iii) Sole power to dispose or to direct the disposition of: 168,178 (c)(iv) Shared power to dispose or to direct the disposition of: 4,367,421 |
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Mr. Edwards has shared voting and dispositive power over the shares directly held by PJAM and IBS. Additionally, Mr. Edwards may be deemed to have shared power to vote or dispose of 173,408 shares held in a trust for the benefit of one of Mr. Edwards’ children. Tremont FT, Inc. is the trustee of the trust. Mr. Edwards disclaims any beneficial ownership of shares in which he does not have a pecuniary interest.
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IBP Holding Company |
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(a) Amount beneficially owned: 2,677,819 (b) Percent of class: 9.4%* (c)(i) Sole power to vote or to direct the vote: 0 (c)(ii) Shared power to vote or to direct the vote: 2,677,819 (c)(iii) Sole power to dispose or to direct the disposition of: 0 (c)(iv) Shared power to dispose or to direct the disposition of: 2,677,819 |
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IBP Holding is the sole shareholder of PJAM and is deemed to have voting and dispositive power over the shares directly held by PJAM. |
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PJAM IBP Holdings, Inc. |
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(a) Amount beneficially owned: 2,677,819 (b) Percent of class: 9.4%* (c)(i) Sole power to vote or to direct the vote: 0 (c)(ii) Shared power to vote or to direct the vote: 2,677,819 (c)(iii) Sole power to dispose or to direct the disposition of: 0 (c)(iv) Shared power to dispose or to direct the disposition of: 2,677,819 |
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Installed Building Systems, Inc. |
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(a) Amount beneficially owned: 1,516,194 (b) Percent of class: 5.3%* (c)(i) Sole power to vote or to direct the vote: 0 (c)(ii) Shared power to vote or to direct the vote: 1,516,194 (c)(iii) Sole power to dispose or to direct the disposition of: 0 (c)(iv) Shared power to dispose or to direct the disposition of: 1,516,194 |
* The percentage amount is based on 28,409,079 shares of Common Stock outstanding as of November 1, 2023 as indicated by the Issuer’s Form 10-Q filed on November 8, 2023 with the Securities and Exchange Commission for the quarter ended September 30, 2023.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
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CUSIP No. 45780R101
Item 7. Identification and Classification of the Subsidiary Which Acquired the Securing Being Reported on by the Parent Holding Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
Not Applicable
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CUSIP No. 45780R101
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: January 31, 2024 |
/s/ Jeffrey W. Edwards |
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Jeffrey W. Edwards (Individually) |
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IBP HOLDING COMPANY |
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BY: |
/s/ Jeffrey W. Edwards |
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Jeffrey W. Edwards President |
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PJAM IBP HOLDINGS, INC. |
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BY: |
/s/ Jeffrey W. Edwards |
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Jeffrey W. Edwards President |
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INSTALLED BUILDING SYSTEMS, INC. |
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BY: |
/s/ Jeffrey W. Edwards |
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Jeffrey W. Edwards President |
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EXHIBIT 99.1
JOINT FILING STATEMENT
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
Date: January 31, 2024 |
/s/ Jeffrey W. Edwards |
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Jeffrey W. Edwards (Individually) |
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IBP HOLDING COMPANY |
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BY: |
/s/ Jeffrey W. Edwards |
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Jeffrey W. Edwards President |
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PJAM IBP HOLDINGS, INC. |
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BY: |
/s/ Jeffrey W. Edwards |
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Jeffrey W. Edwards President |
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INSTALLED BUILDING SYSTEMS, INC. |
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BY: |
/s/ Jeffrey W. Edwards |
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Jeffrey W. Edwards President |