Amended Statement of Ownership (sc 13g/a)
15 Februar 2022 - 12:37AM
Edgar (US Regulatory)
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UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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SCHEDULE
13G
(Amendment
No. 1)*
Under
the Securities Exchange Act of 1934
The
AZEK Company Inc.
(Name
of Issuer)
Class
A Common Stock, par value $0.001 per share
(Title
of Class of Securities)
05478C105
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
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☐
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Rule
13d-1(b)
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☐
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Rule
13d-1(c)
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☒
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Rule
13d-1(d)
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*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP
No. 05478C105 13G Page
2 of 6
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1.
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Names
of Reporting Persons
Ontario Teachers’ Pension Plan Board
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2.
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Check
the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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☐
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(b)
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☐
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3.
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SEC
Use Only
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4.
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Citizenship
or Place of Organization
Ontario, Canada
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Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5.
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Sole
Voting Power
19,096,0901
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6.
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Shared
Voting Power
0
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7.
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Sole
Dispositive Power
19,096,0901
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8.
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Shared
Dispositive Power
0
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9.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
19,096,0901
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10.
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent
of Class Represented by Amount in Row (9)
12.3%2
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12.
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Type
of Reporting Person (See Instructions)
FI
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1
As of December 31, 2021, and including 100 shares of Class A common stock, par value $0.001 per share (the “Class A Common
Stock”), of The AZEK Company Inc. (the “Issuer”) issuable upon conversion of 100 shares of Class B common stock
(the “Class B Common Stock”) of the Issuer beneficially owned by Ontario Teachers’ Pension Plan Board (“OTPP”).
2
Calculated based on (i) 154,876,313 Class A common stock of the Issuer outstanding as of October 29, 2021 as reported in the Issuer’s
annual report on Form 10-K filed with the Securities and Exchange Commission on November 23, 2021 and (ii) 100 shares of Class A Common
Stock issuable upon conversion of 100 shares of Class B Common Stock beneficially owned by OTPP.
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Item
1.
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(a)
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Name
of Issuer:
The AZEK Company Inc.
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(b)
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Address
of Issuer’s Principal Executive Offices:
1330
W Fulton Street, Suite 350, Chicago, Illinois
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Item
2.
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(a)
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Name
of Person Filing:
Ontario Teachers’ Pension Plan Board (“OTPP”)
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(b)
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Address
of Principal Business Office or, if none, Residence:
5650 Yonge Street, 3rd Floor, Toronto, Ontario, Canada M2M 4H5
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(c)
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Citizenship:
OTPP is a corporation incorporated under the laws of the Province of Ontario, Canada
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(d)
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Title
of Class of Securities:
Class A Common Stock, par value $0.001 per share
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(e)
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CUSIP
Number:
05478C105
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Item
3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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☐
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Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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An
investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An
employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A
parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A
church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of
1940 (15 U.S.C. 80a-3);
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(j)
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A
non-U.S. institution in accordance with §240.13d-1(b)(ii)(J);
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(k)
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Group,
in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Item
4.
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Ownership
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Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item
1.
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(a)
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Amount
beneficially owned:
19,096,0903
The
reported securities are owned by OTPP. Each of Mr. Blake Sumler and Mr. Ashfaq Qadri may be deemed to have power to dispose of or
convert the shares held by OTPP because of a delegation of authority from the Board of Directors of OTPP, and each expressly disclaims
beneficial ownership of such shares.
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(b)
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Percent
of class:
12.3%4
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(c)
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Number
of shares as to which the person has:
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(i)
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Sole
power to vote or to direct the vote
19,096,0903
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(ii)
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Shared
power to vote or to direct the vote
0
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(iii)
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Sole
power to dispose or to direct the disposition of
19,096,0903
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(iv)
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Shared
power to dispose or to direct the disposition of
0
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Item
5.
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Ownership
of Five Percent or Less of a Class
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following ☐
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Item
6.
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Ownership
of More than Five Percent on Behalf of Another Person
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Not
applicable.
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Item
7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not
applicable.
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3
As of December 31, 2021, and including 100 shares of Class A common stock, par value $0.001 per share (the “Class A Common
Stock”), of The AZEK Company Inc. (the “Issuer”) issuable upon conversion of 100 shares of Class B common stock
(the “Class B Common Stock”) of the Issuer beneficially owned by Ontario Teachers’ Pension Plan Board (“OTPP”).
4
Calculated based on (i) 154,876,313 Class A common stock of the Issuer outstanding as of October 29, 2021 as reported in the Issuer’s
annual report on Form 10-K filed with the Securities and Exchange Commission on November 23, 2021 and (ii) 100 shares of Class A Common
Stock issuable upon conversion of 100 shares of Class B Common Stock beneficially owned by OTPP.
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Item
8.
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Identification
and Classification of Members of the Group
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Not
applicable.
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Item
9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item
10.
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Certification
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Not
applicable.
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Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
February 14, 2022
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ONTARIO
TEACHERS’ PENSION PLAN BOARD
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By:
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/s/
Rossana Di Lieto
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Name:
Rossana Di Lieto
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Title:
Senior Managing Director, Chief Compliance Officer & Associate General Counsel
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