PGT Innovations
PGT, Inc. (Form: 4, Received: 09/30/2008 17:29:58)
FORM 4
[ ] 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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCHUGH M JOSEPH
2. Issuer Name and Ticker or Trading Symbol

PGT, Inc. [ PGTI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

6334 GLENDORA AVE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/14/2008
(Street)

DALLAS, TX 75237
(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, par value $0.01 per share   8/14/2008   (5)   X    3071   (1) (2) A $4.2   15981   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
Subscription Rights (right to buy)   $4.2   8/14/2008   (5)         3071   (3)   8/14/2008   9/4/2008   (4) Common Stock, par value $0.01 per share   3071   $0   0   D    

Explanation of Responses:
( 1)  These shares of common stock, par value $0.01 per share, of PGT, Inc. (the "Company") were purchased by M. Joseph McHugh ("Mr. McHugh") upon exercise of subscription rights issued to holders of the Company's common stock as of the close of business on August 4, 2008, to purchase shares of Company's common stock at the subscription price of $4.20 per share (the "Rights Offering") under his basic subscription privilege and over-subscription privilege in the Rights Offering. This Form 4 reports the purchase of 2,568 shares of the Company's common stock under Mr. McHugh's basic subscription privilege and 503 shares under his over-subscription privilege in the Rights Offering. (Continued in Footnote 2.)
( 2)  (Continued from Footnote 1.) Pursuant to the over-subscription privilege in the Rights Offering, Mr. McHugh was entitled to acquire up to 2,568 additional shares of the Company's common stock in the Rights Offering at the same subscription price on a pro rata basis if any shares of the Company's common stock were not purchased by other stockholders as of the expiration of the Rights Offering, and he was notified that he was entitled to purchase a total of an additional 503 shares of the Company's common stock.
( 3)  These subscription rights were exercised by Mr. McHugh under his basic subscription privilege and over-subscription privilege in the Rights Offering as described above in Notes 1 and 2.
( 4)  The Rights Offering expired at 5:00 p.m., Eastern Daylight Time, on September 4, 2008. Mr. McHugh exercised his subscription rights under his basic subscription privilege and over-subscription privilege in the Rights Offering on August 14, 2008 and, after the expiration of the Rights Offering, he was notified of the number of shares of the Company's common stock he was entitled to purchase under his over-subscription privilege as described in Notes 1 and 2.
( 5)  Pursuant to Item 405 of Regulation S-K, the Company expects to report in definitive proxy or information statements incorporated by reference in Part III of its annual report on Form 10-K for its 2008 fiscal year that Mr. McHugh's purchase of the Company's common stock under his basic subscription privilege, as described above in Note 1, was not reported on a timely filed Form 4, such transaction being reported herein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCHUGH M JOSEPH
6334 GLENDORA AVE
DALLAS, TX 75237
X



Signatures
/s/ M. Joseph McHugh 9/30/2008
** Signature of Reporting Person Date


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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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