Ownership Submission
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

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(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
JLL Partners Fund IV, L.P.
   2. Issuer Name and Ticker or Trading Symbol
PGT, Inc. [PGTI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
450 LEXINGTON AVE., 31ST FLOOR		 3. Date of Earliest Transaction (Month/Day/Year)
08/07/2008
(Street)

NEW YORK, NY 10017		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 08/07/2008   X   3,615,944 (1) A $ 4.2 18,079,720 D (2)  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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 08/07/2008   X     3,615,944 (3) 08/06/2008 09/04/2008 Common Stock, par value $0.01 per share 3,615,944 $ 0 0 D (2)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
JLL Partners Fund IV, L.P.
450 LEXINGTON AVE., 31ST FLOOR
NEW YORK, NY 10017		     X    
JLL Associates IV, L.P.
450 LEXINGTON AVE., 31ST FLOOR
NEW YORK, NY 10017		     X    
JLL Associates G.P. IV, L.L.C.
450 LEXINGTON AVE., 31ST FLOOR
NEW YORK, NY 10017		     X    

Signatures

 JLL Partners Fund IV, LP, By JLL Assoc. IV, LP, its g.p., By JLL Assoc. G.P. IV, LLC, its g.p., JLL Assoc. IV, LP, By JLL Assoc. G.P. IV, LLC., its g.p. JLL Assoc. G.P. IV, LLC /s/ Paul S. Levy, Managing Member of JLL Associates G.P. IV, LLC   08/11/2008
**Signature of Reporting Person Date
 /s/ Paul S. Levy, Managing Member of JLL Associates G.P. IV, L.L.C.   08/11/2008
**Signature of Reporting Person Date
 Paul S. Levy, Managing Member of JLL Associates G.P. IV, L.L.C.   08/11/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) These shares of common stock, par value $0.01 per share, of PGT, Inc. (the "Company") were purchased by JLL Partners Fund IV, L.P. 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 the Company's common stock at a subscription price of $4.20 per share (the "Rights Offering") under its basic subscription privilege in the Rights Offering. Pursuant to the over-subscription privilege in the Rights Offering, JLL Partners Fund IV, L.P. may acquire 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 JLL Partners Fund IV, L.P. may increase.
(2) This report is filed jointly by JLL Partners Fund IV, L.P.; JLL Associates IV, L.P.; and JLL Associates G.P. IV, L.L.C. JLL Partners Fund IV, L.P. is the direct beneficial owner of 18,079,720 shares of common stock of the Company. JLL Associates IV, L.P. is the general partner of JLL Partners Fund IV, L.P.; and JLL Associates G.P. IV, L.L.C. is the general partner of JLL Associates IV, L.P. JLL Associates G.P. IV, L.L.C. and JLL Associates IV, L.P. may be deemed to be the indirect beneficial owners of 18,079,720 shares of common stock of the Company. JLL Associates IV, L.P. and JLL Associates G.P. IV, L.L.C. disclaim beneficial ownership of these securities, and this report shall not be deemed an admission that either of these reporting persons is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.
(3) These subscription rights were exercised by JLL Partners Fund IV, L.P. under its basic subscription privilege in the Rights Offering as described above in Note 1.

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