Edgar Filing: Edwards Jeffrey W.

Ownership Submission

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 OF SECURITIES

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Edwards Jeffrey W.

2. Issuer Name and Ticker or Trading Symbol
Installed Building Products, Inc. [IBP]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President, CEO and Chairman

(Last)

(First)

(Middle)

C/O INSTALLED BUILDING PRODUCTS, INC., 495 S. HIGH STREET, SUITE 50

3. Date of Earliest Transaction (Month/Day/Year)
04/16/2018

(Street)

COLUMBUS, OH 43215

4. If Amendment, Date 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

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $0.01 par value per share	04/16/2018		X⁽¹⁾⁽²⁾		196,660	A	⁽¹⁾ ⁽²⁾	4,224,479	I	IBP Holding Company ⁽³⁾
Common Stock, $0.01 par value per share	04/16/2018		J⁽¹⁾⁽²⁾		196,660	D	⁽¹⁾ ⁽²⁾	4,027,819	I	IBP Holding Company ⁽³⁾
Common Stock, $0.01 par value per share	04/16/2018		X⁽¹⁾⁽²⁾		167,540	A	⁽¹⁾ ⁽²⁾	3,108,422	I	Installed Building Systems, Inc. ⁽⁴⁾
Common Stock, $0.01 par value per share	04/16/2018		J⁽¹⁾⁽²⁾		167,540	D	⁽¹⁾ ⁽²⁾	2,940,882	I	Installed Building Systems, Inc. ⁽⁴⁾
Common Stock, $0.01 par value per share								538,807	D
Common Stock, $0.01 par value per share								72,496	I	Trust ⁽⁵⁾
Common Stock, $0.01 par value per share								72,496	I	Trust ⁽⁵⁾
Common Stock, $0.01 par value per share								72,496	I	Trust ⁽⁵⁾
Common Stock, $0.01 par value per share								72,496	I	Trust ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Capped Call Option (right to buy) ⁽⁶⁾

$ 32

04/16/2018

X⁽¹⁾⁽²⁾

⁽⁷⁾

Common Stock

196,660

$ 0

IBP Holding Company ⁽³⁾

Capped Call Option (right to buy) ⁽⁶⁾

$ 32

04/16/2018

X⁽¹⁾⁽²⁾

⁽⁸⁾

Common Stock

167,540

$ 0

Installed Building Systems, Inc. ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Edwards Jeffrey W. C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS, OH 43215	X	X	President, CEO and Chairman
Installed Building Systems, Inc. C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS, OH 43215	X	X		Director by Deputization
IBP Holding Co C/O INSTALLED BUILDING PRODUCTS, INC. 495 S. HIGH STREET, SUITE 50 COLUMBUS, OH 43215	X	X		Director by Deputization

Signatures

Shelley A. McBride, Attorney-in-Fact for Jeffrey W. Edwards		04/18/2018
^**Signature of Reporting Person		Date
Shelley A. McBride, Attorney-in-Fact for Installed Building Systems, Inc.		04/18/2018
^**Signature of Reporting Person		Date
Shelley A. McBride, Attorney-in-Fact for IBP Holding Company		04/18/2018
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Represents the automatic exercise and settlement of a cash-settled Call Option. Since the Call Option is cash-settled, the applicable Reporting Person did not acquire, dispose or otherwise transact in any shares of common stock. The applicable Reporting Person entered into the Call Option on December 9, 2016. Pursuant to the terms of the Call Option, which are further described in footnote 6, the counterparty to the Call Option paid to the applicable Reporting Person an amount in cash upon settlement. The amount paid in cash reflects the increase in the price per share of the Issuer's common stock from the Call Option's exercise price of $32 per share.
(2)	Pursuant to Section 16 of the Securities Exchange Act of 1934, the applicable Reporting Person was deemed for Section 16 purposes to have acquired common stock upon exercise at $32 per share and was deemed for Section 16 purposes to have disposed common stock to the counterparty at $50 per share, which represents the capped upside participation price of the Call Option to the applicable Reporting Person. However, because the Call Option was cash-settled, the applicable Reporting Person did not actually acquire, dispose or otherwise transact in any shares of common stock.
(3)	The securities listed include 196,660 shares held directly by IBP Holding Company and 4,027,819 shares held directly by PJAM IBP Holdings, Inc. IBP Holding Company is the sole shareholder of PJAM IBP Holdings, Inc. The Reporting Persons (except IBP Holding Company) disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein.
(4)	These securities are held directly by Installed Building Systems, Inc. The Reporting Persons (except Installed Building Systems, Inc.) disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein.
(5)	The securities are held directly by a trust for the benefit of one of Mr. Edwards' children. The Reporting Persons disclaim beneficial ownership in the reported securities except to the extent of their pecuniary interest therein.
(6)	The Call Option has a capped upside participation price to the applicable Reporting Person of $50 (the "Cap Price"). Upon cash settlement of the Call Option, the applicable 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 of the closing prices of the underlying shares as reported by the New York Stock Exchange at the expiration time on the valuations dates) and (B) the exercise price. The valuation dates consisted of the expiration date and the nineteen business days immediately preceding the expiration date.
(7)	The Call Option is a European-style call option that consisted of 196,660 shares that became exercisable and expired on April 16, 2018.
(8)	The Call Option is a European-style call option that consisted of 167,540 shares that became exercisable and expired on April 16, 2018.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.