FORM 4
[ X ] 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
                                                                                  
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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 *

Steinhafel Arthur W.
2. Issuer Name and Ticker or Trading Symbol

PLY GEM HOLDINGS INC [ PGEM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Pres., U.S. Windows and Doors
(Last)          (First)          (Middle)

C/O PLY GEM HOLDINGS, INC., 5020 WESTON PARKWAY, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

4/12/2018
(Street)

CARY, NC 27513
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   4/12/2018     D (1)    21918   D $21.64   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $12.35   4/12/2018     D   (2)       58285      (2)   (2) Common Stock   58285     (2) 0   D    
Employee Stock Option (Right to Buy)   $15.44   4/12/2018     D   (2)       32381      (2)   (2) Common Stock   32381     (2) 0   D    
Employee Stock Option (Right to Buy)   $12.35   4/12/2018     D   (2)       7200      (2)   (2) Common Stock   7200     (2) 0   D    
Employee Stock Option (Right to Buy)   $13.40   4/12/2018     D   (2)       10000      (2)   (2) Common Stock   10000     (2) 0   D    
Employee Stock Option (Right to Buy)   $11.69   4/12/2018     D   (2)       10000      (2)   (2) Common Stock   10000     (2) 0   D    
Restricted Stock Units     (3) 4/12/2018     D   (4)       14662      (4)   (4) Common Stock   14662     (4) 0   D    
Performance Units     (5) 4/12/2018     D   (6)       14662      (6)   (6) Common Stock   14662     (6) 0   D    

Explanation of Responses:
(1)  Pursuant to the Agreement and Plan of Merger, dated as of January 31, 2018 (the "Merger Agreement") by and among the Company, Pisces Midco, Inc., a Delaware corporation ("Parent") and Pisces Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on April 12, 2018, Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.01 per share, of the Company (each, a "Share") was canceled and converted automatically into the right to receive $21.64 per share in cash without interest and less any applicable tax withholdings.
(2)  Pursuant to the Merger Agreement, each option outstanding immediately prior to the consummation of the Merger, whether or not then unvested or vested, by virtue of the Merger and without any action by the holder, was canceled and converted into only the right to receive an amount in cash, without interest and less any applicable tax withholdings, equal to the product of (x) the number of Shares issuable under such option and (y) the excess, if any, of (i) $21.64 over (ii) the exercise price payable in respect of each Share issuable under such option (the "Option Consideration"); provided, however, that the Option Consideration for each option with an exercise price equal to or greater than $21.64 was $0.
(3)  Each Restricted Stock Unit ("RSU") represents a contingent right to receive one Share.
(4)  Pursuant to the Merger Agreement, each RSU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash.
(5)  Each Performance Unit ("PU") represents a contingent right to receive one Share.
(6)  Pursuant to the Merger Agreement, each PU outstanding immediately prior to the consummation of the Merger was canceled and converted into the right to receive, without interest and less any applicable tax withholdings, $21.64 in cash.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Steinhafel Arthur W.
C/O PLY GEM HOLDINGS, INC.
5020 WESTON PARKWAY, SUITE 400
CARY, NC 27513


Pres., U.S. Windows and Doors

Signatures
/s/ Timothy D. Johnson, attorney-in-fact 4/12/2018
** 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 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).
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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