FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GGC Opportunity Fund Management GP, Ltd.

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/16/2018 

3. Issuer Name and Ticker or Trading Symbol

NCI BUILDING SYSTEMS INC [NCS]

(Last)        (First)        (Middle)

C/O GOLDEN GATE PRIVATE EQUITY, INC., ONE EMBARCADERO CENTER, 39TH FLOOR

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

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)

(Street)

SAN FRANCISCO, CA 94111       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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, $0.01 par value   2241786.43   (5) (6) I   See notes   (1) (2)
Common stock, $0.01 par value   16674867.4   (5) (6) I   See note   (3)
Common stock, $0.01 par value   64535.31   (5) (6) I   See note   (4)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: 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

Explanation of Responses:
(1)  Shares are directly held by AIC Finance Partnership, L.P. ("AIC"). Each of Golden Gate Capital Opportunity Fund, L.P. ("GGCOF"), Golden Gate Capital Opportunity Fund-A, L.P. ("GGCOF-A"), GGCOF Co-Invest, L.P. ("GGCOF Co-Invest"), GGCOF Co-Invest IRA, L.P. ("IRA Co-Invest") and GGCOF Executive Co-Invest, L.P. ("Executive Co-Invest" and, together with GGCOF, GGCOF-A, GGCOF Co-Invest and IRA Co-Invest, the "Funds") have an indirect pecuniary interest in AIC. GGCOF Co-Invest Management, L.P. ("GGCOF Third Party Co-Invest") is the general partner of each of GGCOF Co-Invest, IRA Co-Invest and Executive Co-Invest. GGC Opportunity Fund Management, L.P. ("Management GP") is the general partner of each of GGCOF, GGCOF-A and GGCOF Third Party Co-Invest, and GGC Opportunity Fund Management GP, Ltd.
(2)  (Continued from Footnote 1) ("Ultimate GP") is the general partner of Management GP. Ultimate GP is governed by its board of directors. Each of the Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
(3)  Shares are directly held by Atrium Intermediate Holdings, LLC ("Atrium Intermediate"). Atrium Window Holdings, LLC ("Atrium Holdings") and Atrium Window Parent, LLC ("Atrium Parent") are the members of Atrium Intermediate. Atrium Parent is the controlling unitholder of Atrium Holdings. GGC Atrium Window Holdings, LLC ("GGC Atrium') is the controlling unitholder of Atrium Parent. GGC BP Holdings, LLC ("GGC BP") is the controlling unitholder of GGC Atrium. The Funds collectively hold all of the equity interests of GGC BP. Each of Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
(4)  Shares are directly held by GGC BP. Each of the Funds, GGCOF Third Party Co-Invest, Management GP and Ultimate GP disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interests therein.
(5)  On July 17, 2018, NCI Building Systems, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Ply Gem Parent, LLC a Delaware limited liability company ("Ply Gem"), and for certain limited purposes set forth in the Merger Agreement, Clayton, Dubilier & Rice, LLC, a Delaware limited liability company.. Pursuant to the terms of the Merger Agreement, at the closing of the merger, Ply Gem was merged with and into the Issuer with the Issuer continuing its existence as a corporation organized under the laws of the State of Delaware (the "Merger"). As consideration to the holders ("Holders") of Ply Gem's LLC interests (the "LLC Interests") as of immediately prior to the closing of the Merger, at the closing of the Merger, the LLC Interests were converted into the right of the Holders to receive, in the aggregate with respect to all such interests, 58,709,067 shares of Common Stock (collectively, the "Aggregate Merger Consideration"),
(6)  (Continued from Footnote 5) with each Holder being entitled to receive its pro rata share of the Aggregate Merger Consideration (the "Stock Issuance"). Each of Atrium Intermediate and GGC BP were Holders prior to the Merger. Pursuant to the terms of the Merger Agreement, following a Special Meeting of the Issuer's shareholders held on November 15, 2018, the Issuer's shareholders approved (i) the Merger Agreement and (ii) and the Stock Issuance. The Merger was consummated on November 16, 2018.

Remarks:
Exhibit 24 - Power of Attorney

Form 1 of 2.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GGC Opportunity Fund Management GP, Ltd.
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

ATRIUM INTERMEDIATE HOLDINGS, LLC
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

ATRIUM WINDOW HOLDINGS, LLC
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

ATRIUM WINDOW PARENT, LLC
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

GGC ATRIUM WINDOW HOLDINGS, LLC
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

GGC BP HOLDINGS, LLC
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

GOLDEN GATE CAPITAL OPPORTUNITY FUND, L.P.
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

GOLDEN GATE CAPITAL OPPORTUNITY FUND-A, L.P.
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

GGCOF Co-Invest Management, L.P.
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X

GGCOF CO-INVEST, L.P.
C/O GOLDEN GATE PRIVATE EQUITY, INC.
ONE EMBARCADERO CENTER, 39TH FLOOR
SAN FRANCISCO, CA 94111
X


Signatures
/s/ David Dominik, a Director of GGC Opportunity Fund Management GP, Ltd. 11/23/2018
** Signature of Reporting Person Date

/s/ David Dominik, a Director of Golden Gate Capital Opportunity Fund, L.P. 11/23/2018
** Signature of Reporting Person Date

/s/ David Dominik, a Director of Golden Gate Capital Opportunity Fund-A, L.P. 11/23/2018
** Signature of Reporting Person Date

/s/ David Dominik, a Director of GGCOF Co-Invest Management, L.P. 11/23/2018
** Signature of Reporting Person Date

/s/ David Dominik, a Director of GGCOF Co-Invest, L.P. 11/23/2018
** Signature of Reporting Person Date

/s/ David Thomas, a Manager of Atrium Intermediate Holdings, LLC 11/23/2018
** Signature of Reporting Person Date

/s/ David Thomas, a Manager of Atrium Window Holdings, LLC 11/23/2018
** Signature of Reporting Person Date

/s/ David Thomas, a Manager of Atrium Window Parent, LLC 11/23/2018
** Signature of Reporting Person Date

/s/ David Thomas, a Manager of GGC Atrium Window Holdings, LLC 11/23/2018
** Signature of Reporting Person Date

/s/ David Thomas, a Manager of GGC BP Holdings, LLC 11/23/2018
** 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 control number.
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