PGT Innovations
PGT, Inc. (Form: 4, Received: 03/01/2010 14:50:09)
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)

2/26/2010
(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   2/26/2010     X    9132   (1) A $1.5   25113   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)   $1.5   2/26/2010     X         9132   (2)   2/12/2010   3/12/2010   Common Stock, par value $0.01 per share   9132   $0   0   D    

Explanation of Responses:
( 1)  These shares of common stock, par value $0.01 per share, PGT, Inc. (the "Company") were purchased by M. Joseph McHugh upon exercise of subscription rights issued to holders of the Company's common stock as of the close of business on February 8, 2010 to purchase shares of the Company's common stock at the subscription price of $1.50 per share (the "Rights Offering") under his basic subscription privilege in the Rights Offering. Pursuant to the over-subscription privilege in the Rights Offering, M. Joseph McHugh may acquire up to 9,132 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 are not purchased by other stockholders as of the expiration of the Rights Offering. As a result, the number of subscription rights exercised and shares of common stock acquired by M. Joseph McHugh may increase.
( 2)  These subscription rights were exercised by M. Joseph McHugh under his basic subscription privilege in the Rights Offering as described above in Note 1.

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 3/1/2010
** 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).
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