ex4-1.htm


     

     

    
      


       

      Exhibit
4.1

       

       

      PGT, INC. SUBSCRIPTION RIGHTS
CERTIFICATE

       

       

      


       

      THIS LETTER OF TRANSMITTAL, INCLUDING
THE ACCOMPANYING INSTRUCTIONS, SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.

       

      PGT,
Inc. (the “Company”) is conducting a rights offering (the “Rights Offering”)
which entitles the holders of shares of the Company’s common stock, par value
$0.01 (the “Stock”), as of the close of business on
         , 2010 (the “Record
Date”), to receive one Rights (a “Right”) for every
           shares of
Stock held of record on the Record Date. Holders of Rights are entitled to
subscribe for and purchase one share of Stock for each Right (the “Basic
Subscription Right”) at a subscription price of
$        per share.

       

      Regulatory Limitation. All
rights issued to a stockholder of record who would, in the Company’s opinion, be
required to obtain prior clearance or approval from any state, federal, or
non-U.S. regulatory authority for the ownership or exercise of rights or the
ownership of additional shares are null and void and may not be held or
exercised by any such holder.

       

      For
a more complete description of the terms and conditions of the Rights Offering,
please refer to the Prospectus dated
         , 2010 (the “Prospectus”),
which is incorporated herein by reference. Copies of the Prospectus are
available upon request from __________ toll free at ________

       

      I
hereby irrevocably subscribe for the number of shares of stock indicated on the
form upon the terms and conditions specified in the Prospectus relating thereto.
Receipt of the Prospectus is hereby acknowledged.

      


      
        	
                Œ

              	 
      	
                Signature:
      This form must
      be signed by the registered holder(s) exactly as their name(s)
      appears on the certificate(s) or by person(s) authorized to sign on behalf
      of the registered holder(s) by documents transmitted
    herewith.

              
	
                ______________________________________

              	
                 ____________

              	
                 ______________________

              
	
                   Signature
      of Stockholder

              	
                Date

              	
                Daytime
      Telephone No.

                 

              
	
                ______________________________________

              	
                 ____________

              	
                 ______________________

              
	
                   Signature
      of Stockholder

              	
                Date

              	
                Daytime
      Telephone No.

              


      

       

      


      
        	
                SEE
      INSTRUCTIONS ON THE REVERSE SIDE

              
	
                �o BASIC SHARES TO
      SUBSCRIBE

              	 
      	
                oooooo

              
	 
      	 
      	
                                  WHOLE
      SHARES

              
	
                Žo OVER-SUBSCRIPTION FOR
      SHARES

              	 
      	
                oooooo

              
	 
      	 
      	
                                  WHOLE
      SHARES

              
	
                �ENCLOSED IS MY
      CERTIFIED OR CASHIER'S CHECK FOR

                 $_____________________________________________                                                                                     

                   OR:

                   I
      HAVE WIRED TO THE ACCOUNT SPECIFIED IN THE PROSPECTUS
      $____________________________

              


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                �

                 

              	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 
	
                SUBSCRIPTION
      RIGHTS

                CERTIFICATE
      NUMBER

              	 
      	 
      	 
      	
                CUSIP
      NUMBER

              	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 
	
                NUMBER
      OF RIGHTS

              	 
      	 
      	 
      	
                RECORD
      DATE SHARES

              	 
      
	
                PGT,
      INC.

                SUBSCRIPTION
      RIGHTS CERTIFICATE

              	 
      
	
                A.

              	 
      	
                Number
      of shares of Stock subscribed for through the basic subscription privilege
      (not to exceed one share of Stock for each Right held):
      _____________________________________ shares of Stock.

              
	
                B.

              	 
      	
                Number
      of shares of Stock subscribed for through the over-subscription privilege
      (limited to the number of shares of Stock subscribed for under the basic
      subscription, which must be fully exercised):
      _____________________________________ shares of Stock.

              
	
                C.

              	 
      	
                Total
      Subscription Price (sum lines A and B multiplied by $___): $
      ______________________________

              
	
                D.

              	 
      	
                Method
      of Payment:

                (1)  Certified
      or cashier’s check payable to __________.

                (2)  Wire
      transfer of immediately available funds to the account maintained by
      ____________ for purposes of accepting subscriptions in the Rights
      Offering at ___________.

                 

              
	
                __________

                Banks
      and brokers please call: __________

                All
      others call toll free: __________

                Our
      hours of operation are __________

                SUBSCRIPTION
      TO PURCHASE COMMON STOCK OF PGT, INC.

                RETURN TO:
      __________

                WHERE
      TO FORWARD YOUR TRANSMITTAL MATERIALS

              


         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

         

        	 
      	
                By Mail:

                __________

                __________

                __________

                __________

              	 
      	
                By
      Overnight Courier or By Hand:

                __________

                __________

                __________

                __________

                 

              


      

       

      THIS RIGHTS OFFERING EXPIRES AT 5:00
P.M., EASTERN TIME, ON __________, 2010 UNLESS
EXTENDED,

      AND
THIS SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.

       

       

      


       

       

      COMPLETE ALL APPLICABLE SECTIONS OF
THIS FORM USING THE INSTRUCTIONS BELOW.

       

      
        	
                Œ

              	 
      	
                Sign
      and date Box 1 and include your day time phone number.

              
	 	 	 
	
                �

              	 
      	
                Place
      an X in the box
      and fill in the number of whole shares you wish to subscribe for under
      your basic subscription privilege.

              
	 	 	 
	
                Ž

              	 
      	
                Place
      an X in the box
      and fill in the number of whole shares you wish to subscribe for under
      your over-subscription privilege (limited to the number of whole shares
      subscribed for under your basic subscription privilege, which must be
      fully exercised).

              
	 	 	 
	
                �

              	 
      	
                Insert
      the total amount of subscription fees for both your basic subscription and
      any over-subscription. Fees must be paid by certified or cashier’s check
      or wire transfer in immediately available funds. Personal checks will not
      be accepted.

              
	 	 	 
	
                �

              	 
      	
                Rights
      card and calculation section for determining your basic/over-subscription
      privileges.

              


      

       

      THIS
RIGHTS OFFERING HAS BEEN QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM
QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS OF
THE STATES IN THE UNITED STATES. RESIDENTS OR OTHER JURISDICTIONS MAY NOT
PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY CERTIFY THAT THEIR PURCHASES
OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF SUCH
JURISDICTIONS.

       

       

      THIS RIGHTS OFFERING EXPIRES AT 5:00
P.M., EASTERN TIME, ON __________, 2010 UNLESS EXTENDED, AND THIS
SUBSCRIPTION CERTIFICATE IS VOID THEREAFTER.