Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 10:10AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO
BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c),
AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE
13d-2(b)
(Amendment No.
1)
JELD-WEN
Holding, Inc.
|
(Name
of Issuer)
|
|
|
Common
Stock
|
(Title
of Class of Securities)
|
|
|
47580P103
|
(CUSIP
Number)
|
|
|
December
31, 2019
|
(Date
of Event Which Requires Filing of this Statement)
|
Check the
appropriate box to designate the rule pursuant to which this Schedule is filed:
[x ] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
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 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.
|
47580P103
|
|
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Hound Partners, LLC
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|
|
|
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2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
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(b) [X]
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|
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3.
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SEC USE ONLY
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|
|
|
|
|
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4.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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|
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|
|
Delaware
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|
|
|
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NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
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0
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
753,092
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|
|
|
|
7.
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SOLE DISPOSITIVE POWER
|
|
|
|
|
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0
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|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
753,092
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
753,092
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
[_]
|
|
|
|
11.
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PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
|
|
|
|
|
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0.75%
|
|
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
CUSIP No.
|
47580P103
|
|
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Hound Performance, LLC
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
Delaware
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
539,834
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
539,834
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
539,834
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
[_]
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
|
|
|
|
|
|
0.54%
|
|
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
|
|
OO
|
|
|
|
|
|
|
CUSIP No.
|
47580P103
|
|
|
|
|
|
1.
|
NAME OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS.
OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
|
|
Jonathan Auerbach*
|
|
|
|
|
2.
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
(a) [_]
|
|
|
(b) [X]
|
|
|
|
3.
|
SEC USE ONLY
|
|
|
|
|
|
|
|
|
|
|
4.
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
|
|
|
United States
|
|
|
|
|
NUMBER OF SHARES BENEFICIALLY
OWNED BY EACH REPORTING PERSON WITH
|
|
|
|
5.
|
SOLE VOTING POWER
|
|
|
|
|
|
0
|
|
|
|
|
6.
|
SHARED VOTING POWER
|
|
|
|
|
|
753,092
|
|
|
|
|
7.
|
SOLE DISPOSITIVE POWER
|
|
|
|
|
|
0
|
|
|
|
|
8.
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
753,092
|
|
|
|
|
9.
|
AGGREGATE AMOUNT BENEFICIALLY
OWNED BY EACH REPORTING PERSON
|
|
|
|
|
|
753,092
|
|
|
|
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
|
[_]
|
|
|
|
11.
|
PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (9)
|
|
|
|
|
|
0.75%
|
|
|
|
|
12.
|
TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS)
|
|
|
|
|
|
IN
|
|
|
|
|
|
|
Item 1.
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(a).
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Name
of Issuer:
|
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|
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JELD-WEN
Holding, Inc.
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|
|
|
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(b).
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Address of issuer's
principal executive offices:
|
|
|
|
|
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2645
Silver Crescent Drive
Charlotte, North Carolina
28273
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Item 2.
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(a)-(c).
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Name Principal Business
Address, and Citizenship of Person Filing:
|
|
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|
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Hound
Partners, LLC
101 Park Avenue, 48th Floor
New York, NY 10178
|
|
|
|
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Hound
Performance, LLC
101 Park Avenue, 48th Floor
New York, NY 10178
|
|
|
|
|
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Jonathan
Auerbach
101 Park Avenue, 48th Floor
New York, NY 10178
|
|
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Item 2.
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(d)
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Title of class of
securities:
|
|
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Common
Stock, $.01 Par Value
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Item 2.
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(e).
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CUSIP No.:
|
|
|
|
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47580P103
|
|
|
|
Item 3.
|
If This Statement is Filed
Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
|
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|
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(a)
|
[_]
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Broker or dealer registered under Section
15 of the Exchange Act.
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(b)
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[_]
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Bank as defined in Section 3(a)(6) of
the Exchange Act.
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(c)
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[_]
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Insurance company as defined in Section
3(a)(19) of the Exchange Act.
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(d)
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[_]
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Investment company registered under Section
8 of the Investment Company Act.
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(e)
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[x]
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An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
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(f)
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[_]
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An employee benefit plan or endowment
fund in accordance with Rule 13d-1(b)(1)(ii)(F);
|
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(g)
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[x]
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A parent holding company or control person
in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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[_]
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A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act;
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(i)
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[_]
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A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the Investment Company Act;
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(j)
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[_]
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Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
|
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
|
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(a)
|
Amount beneficially owned:
|
|
|
|
|
|
|
|
Hound Partners, LLC
|
753,092
shares
|
|
|
Hound Performance, LLC
|
539,834 shares
|
|
|
Jonathan Auerbach
|
753,092
shares
|
|
|
|
|
|
|
|
|
|
(b)
|
Percent of class:
|
|
|
|
|
|
|
|
Hound Partners, LLC
|
0.75%
|
|
|
Hound Performance, LLC
|
0.54%
|
|
|
Jonathan Auerbach
|
0.75%
|
|
|
|
|
|
|
|
|
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(c)
|
Number of shares as to which such person
has:
|
|
|
|
|
|
|
|
(i) Sole power to vote or to direct the
vote
|
|
|
|
|
|
|
|
Hound Partners, LLC
|
0 shares
|
|
|
Hound Performance, LLC
|
0 shares
|
|
|
Jonathan Auerbach
|
0 shares
|
|
|
|
|
|
|
|
|
|
|
(ii) Shared power to vote or to direct
the vote
|
|
|
|
|
|
|
|
Hound Partners, LLC
|
753,092 shares
|
|
|
Hound Performance, LLC
|
539,834 shares
|
|
|
Jonathan Auerbach
|
753,092 shares
|
|
|
|
|
|
|
|
|
|
|
(iii) Sole power to dispose or to direct
the disposition of
|
|
|
|
|
|
|
|
Hound Partners, LLC
|
0 shares
|
|
|
Hound Performance, LLC
|
0 shares
|
|
|
Jonathan Auerbach
|
0 shares
|
|
|
|
|
|
|
|
|
|
|
(iv) Shared power to dispose or to direct
the disposition of
|
|
|
|
|
|
|
|
Hound Partners, LLC
|
753,092 shares
|
|
|
Hound Performance, LLC
|
539,834 shares
|
|
|
Jonathan Auerbach
|
753,092 shares
|
|
|
|
|
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 [X].
|
|
This final amendment reflects
that each Reporting Person has ceased to be the beneficial owner of more than five percent of the Common Stock of the
issuer.
|
|
|
Item 6.
|
Ownership of More Than Five Percent on
Behalf of Another Person.
|
|
|
|
If any other person is known to have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities,
a statement to that effect should be included in response to this item and, if such interest relates to more than five percent
of the class, such person should be identified. A listing of the shareholders of an investment company registered
under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is
not required.
|
|
|
|
All of
the securities reported in this Schedule 13G are owned by advisory clients of Hound Partners, LLC. None of these clients own
more than five percent of the outstanding shares of the class reported herein.
|
|
|
Item 7.
|
Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
|
|
|
If a parent holding company or Control
person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating
the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed
this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
|
|
|
|
See Exhibit
B attached hereto.
|
|
|
Item 8.
|
Identification and Classification of
Members of the Group.
|
|
|
|
If a group has filed this schedule pursuant
to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification
of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d),
attach an exhibit stating the identity of each member of the group.
|
|
|
|
N/A
|
|
|
Item 9.
|
Notice of Dissolution of Group.
|
|
|
|
Notice of dissolution of a group may be
furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the
security reported on will be filed, if required, by members of the group, in their individual capacity. See Item
5.
|
|
|
|
N/A
|
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Item 10.
|
Certifications.
|
|
|
|
By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business
and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
|
|
|
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.
|
February
14, 2020
|
|
(Date)
|
|
|
|
|
|
HOUND PARTNERS, LLC (1)
|
|
|
|
By:
|
/s/
Douglas Marks
|
|
|
Douglas Marks, Chief Financial Officer
& Chief Compliance Officer
|
|
|
|
HOUND PERFORMANCE, LLC (1)
|
|
|
|
|
|
By:
|
/s/ Douglas
Marks
|
|
|
Douglas Marks, Chief Financial Officer
& Chief Compliance Officer
|
|
|
|
|
|
|
|
/s/
Jonathan Auerbach (1)
|
|
JONATHAN AUERBACH
|
(1) The Reporting Persons disclaim
beneficial ownership except to the extent of their pecuniary interest therein.
EXHIBIT A
AGREEMENT
The undersigned
agree that this to Schedule 13G, dated February 14, 2020 relating to the Common Stock, of JELD-WEN Holding, Inc. shall be filed
on behalf of the undersigned.
|
February
14, 2020
|
|
(Date)
|
|
|
|
|
|
HOUND PARTNERS, LLC
|
|
|
|
By:
|
/s/
Douglas Marks
|
|
|
Douglas Marks, Chief Financial Officer
& Chief Compliance Officer
|
|
|
|
HOUND PERFORMANCE, LLC
|
|
|
|
|
|
By:
|
/s/
Douglas Marks
|
|
|
Douglas Marks, Chief Financial Officer
& Chief Compliance Officer
|
|
|
|
|
|
|
|
/s/
Jonathan Auerbach
|
|
JONATHAN AUERBACH
|
EXHIBIT A
Hound
Partners, LLC is the relevant entity for which Jonathan Auerbach may be considered a control person.
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