Explanatory Note:
This Amendment No. 1 (this Amendment) amends and supplements the original statement on Schedule 13D filed on November 23, 2018 (the
Original Statement) by Atrium Intermediate Holdings, LLC (Atrium Intermediate), Atrium Window Holdings, LLC (Atrium Holdings), Atrium Window Parent, LLC (Atrium Parent), GGC Atrium Window Holdings, LLC
(GGC Atrium), GGC BP Holdings, LLC (GGC BP, and collectively with Atrium Holdings, Atrium Intermediate, Atrium Parent and GGC Atrium, the Atrium Entities), 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 Executive Co-Invest, L.P. (Executive Co-Invest), GGCOF IRA
Co-Invest, L.P. (IRA Co-Invest), GGC Opportunity Fund Management, L.P. (Fund GP), GGCOF Co-Invest
Management, L.P. (Co-Invest GP) and GGC Opportunity Fund Management GP, Ltd. (Ultimate GP) (collectively, the Reporting Persons). Except as specifically provided herein,
this Amendment does not modify any of the information previously reported in the Original Statement. Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the Original Statement.
Item 1.
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Security and Issuer.
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Item 1 of the Original Statement is hereby amended and restated in its entirety as follows:
This Amendment relates to the shares of common stock, $0.01 par value per share (Common Stock) of Cornerstone Building Brands, Inc. (formerly known
as NCI Building Systems, Inc.), a Delaware corporation (the Company or the Issuer). The principal executive offices of the Issuer are located at 5020 Weston Parkway, Suite 400, Cary, North Carolina 27513.
Item 4.
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Purpose of Transaction.
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Item 4 of the Original Statement is hereby amended and supplemented by inserting the following at the end thereof:
On February 3, 2021, Atrium Intermediate Holdings, LLC sold 4,233,615 Common Stock and GGC BP Holdings, LLC sold 16,385 Common Stock pursuant to a block
trade at a price of $10.63 per share (the Block Trade).
Item 5.
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Interest in Securities of the Issuer.
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The disclosures provided in Item 5(a)-(c) of the Original Statement are hereby amended and restated in their entirety as follows:
Item 4 of this Amendment is incorporated by reference in its entirety into this Item 5.
(a) (b) In the aggregate, the Reporting Persons beneficially own, as of February 3, 2021, 12,489,403 shares of Common Stock by virtue
representing approximately 9.98% of the Issuers Common Stock outstanding based on 125,101,514 shares of Common Stock outstanding as of November 3, 2020, after giving effect to the Block Trade. Each of the Atrium Entities, the Funds, Fund
GP and Co-Invest GP have shared dispositive power with each other with respect to the Common Stock.
As a result
of the relationships described in Item 2 of the Original Statement, each of the Reporting Persons may be deemed to beneficially own the Common Stock of the Issuer. Neither the filing of the Original Statement, this Amendment, nor any of their
contents shall be deemed to constitute an admission by any Reporting Person that it is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of the Securities Exchange Act of 1934, as amended, or for any other
purpose, and such beneficial ownership is expressly disclaimed.
(c) Item 4 above describes all transactions in the Common Stock that were effected
by the Reporting Persons during the 60-day period prior to the date of this Amendment. Except for the transactions set forth in Item 4 above, either the Reporting Persons nor, to the best of the Reporting
Persons knowledge, any person named in Item 2 of the Original Statement, has effected any other transactions in the Common Stock during such 60-day period.