NX Quanex Corp

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D

(Rule 13d-101)

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

 

 

Quanex Building Products Corporation

(Name of Issuer)

Common Stock, $0.01 par value

(Title of Class of Securities)

747619104

(CUSIP NUMBER)

Praesidium Investment Management Company, LLC

1411 Broadway - 29th Floor

New York, NY 10018

Tel. No.: (212) 821-1495

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

July 17, 2015

(Date of event which requires filing of this statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box.    x

The information required in 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, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

*	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.

 

 

 

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CUSIP No. 747619104		13D

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Praesidium Investment Management Company, LLC 20-0302413
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS*   OO (Funds from Investment Advisory Clients)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   2,695,098
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   2,842,367
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,842,367
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.4%
14		TYPE OF REPORTING PERSON*   IA

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

Page 2 of 7

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CUSIP No. 747619104		13D

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Kevin Oram
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS*   OO (Funds from Investment Advisory Clients)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   2,695,098
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   2,842,367
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,842,367
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.4%
14		TYPE OF REPORTING PERSON*   IN, HC

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

Page 3 of 7

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CUSIP No. 747619104		13D

 

1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)   Peter Uddo
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)  ¨        (b)  ¨
3		SEC USE ONLY
4		SOURCE OF FUNDS*   OO (Funds from Investment Advisory Clients)
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)   ¨
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				7		SOLE VOTING POWER   2,695,098
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   2,842,367
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,842,367
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*   ¨
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   8.4%
14		TYPE OF REPORTING PERSON*   IN, HC

 

*	SEE INSTRUCTIONS BEFORE FILLING OUT

 

Page 4 of 7

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SCHEDULE 13D

This Amendment No. 1 supplements the information set forth in the Schedule 13D filed on behalf of (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram the “Reporting Persons”) with the United States Securities and Exchange Commission (the “SEC”) on April 13, 2015 (the “Schedule 13D”), relating to shares of common stock, $0.01 par value (“Common Stock”), of Quanex Building Products Corporation, a Delaware corporation (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

Item 2(a) of the Schedule 13D is hereby amended and restated as follows:

Item 2. Identity and Background

(a) This statement is filed by: (i) Praesidium Investment Management Company, LLC, a Delaware limited liability company (“Praesidium”), (ii) Kevin Oram and (iii) Peter Uddo (together with Praesidium and Mr. Oram, the “Reporting Persons”).

Praesidium, in its capacity as investment manager to certain managed accounts and investment fund vehicles on behalf of investment advisory clients (collectively, the “Accounts”), has sole power to vote 2,695,098 shares of Common Stock held in the Accounts and to dispose of 2,842,367 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to control Praesidium.

Item 3 of the Schedule 13D is hereby amended and restated as follows:

Item 3. Source and Amount of Funds

The net investment costs (including commissions, if any) of the shares of Common Stock directly owned by the Accounts is approximately $18.76 per share.

Item 4. Purpose of Transaction

This Amendment No. 1 is being filed to report the acquisition of Common Stock reported in Item 5(c) that resulted in a more than 1 percent change in beneficial ownership. Since the Reporting Persons’ April 13, 2015 filing of the Schedule 13D, the Reporting Persons acquired Common Stock for investment purpose. The purchases were made in the ordinary course of business, and, consistent with the investment purpose, the Reporting Persons may make, or cause, further acquisitions of Common Stock from time to time and may dispose of, or cause to be disposed, any or all of the Common Stock held by it at any time, in each case depending on market conditions and other factors.

 

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The Reporting Persons are generally supportive of the Issuer’s June 2015 strategic acquisition of HL Plastics Ltd. and believe the acquisition will add intrinsic value to the Issuer. Additionally, the Reporting Persons are generally supportive of how the Issuer’s Chairman and Chief Executive Officer, William C. Griffiths, is operating the business and look forward to continuing to engage in constructive and collaborative informal conversations with the Issuer (including officers and members of the Board) in connection with multiple topics, including the structure, composition, size and governance of the Issuer’s board of directors, capital allocation, general business operations and strategic alternatives.

 

Going forward, the Reporting Persons expect to continue to engage in communications with one or more officers, members of Board, representatives, shareholders of the Issuer and other relevant parties regarding the Issuer’s business and certain initiatives, which could include topics such as capital allocation, governance (including the items described above), potential changes to the Issuer’s certificate of incorporation or bylaws, strategic alternatives and one or more of the items in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons may, at any time and from time to time, review or reconsider their position and/or change their purpose and/or formulate plans or proposals with respect thereto.

Item 5 of the Schedule 13D is hereby amended and restated as follows:

Item 5. Interest in Securities of the Issuer

(a) - (b) The Reporting Persons beneficially own 2,842,367 shares of Common Stock, which represents 8.4% of the Issuer’s outstanding shares of Common Stock. The percentage of beneficial ownership of the Reporting Persons, as reported in this Schedule 13D, was calculated by dividing (i) the total number of shares of Common Stock beneficially owned by each Reporting Person as of July 20, 2015 as set forth in this Schedule 13D, by (ii) the 33,871,310 shares of Common Stock outstanding as of May 29, 2015, according to the Issuer’s Current Report on Form 10-Q filed with the SEC on June 3, 2015.

Praesidium, in its capacity as investment manager to the Accounts, has sole power to vote 2,695,098 shares of Common Stock and the power to dispose of 2,842,367 shares of Common Stock held in the Accounts. As the managing members of Praesidium, each of Kevin Oram and Peter Uddo may be deemed to beneficially own the Common Stock held in the Accounts.

(c) Transactions in the Issuer’s securities by the Reporting Persons during the last sixty days are listed in Annex A attached hereto.

(d) Not Applicable.

(e) Not Applicable.

Item 7. Material to be Filed as Exhibits

 

Page 6 of 7

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Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 21, 2015

 

 

Page 7 of 7

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Quanex Building Products Corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13D and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 21, 2015.

 

 

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Annex A

Except as set forth below, there have been no transactions in the Common Stock by the Reporting Persons or, to the knowledge of the Reporting Persons, by any of the other persons named in Item 2 during the past sixty days.

During the past sixty days, the Reporting Persons effected the following purchases and sales of shares of Common Stock in open market transactions:

 

Trade Date		Settle Date				Amount Purchased/(Sold)		Price
5/26/2015			5/29/2015			81,128			17.79
5/26/2015			5/29/2015			(86,057)			17.77
5/27/2015			6/1/2015			5,095			17.94
6/12/2015			6/17/2015			2,532			18.77
6/15/2015			6/18/2015			26,320			18.80
6/16/2015			6/19/2015			53,999			20.02
6/17/2015			6/22/2015			55,335			19.76
6/18/2015			6/23/2015			(40,000)			19.93
6/22/2015			6/25/2015			39,775			20.25
6/22/2015			6/25/2015			40,000			20.23
6/24/2015			6/29/2015			19,700			20.05
6/25/2015			6/30/2015			5,100			20.90
6/29/2015			7/2/2015			47,883			21.73
6/30/2015			7/1/2015			41,606			21.47
6/30/2015			7/1/2015			(41,539)			21.45
7/1/2015			7/7/2015			21,355			21.34
7/1/2015			7/7/2015			(16,014)			21.28
7/15/2015			7/20/2015			27,182			21.02
7/16/2015			7/21/2015			31,000			21.05
7/17/2015			7/22/2015			36,505			21.10
7/20/2015			7/23/2015			40,000			21.25