PATRICK INDUSTRIES INC — Director's Dealing 2011

Jun 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PATRICK INDUSTRIES INC (PATK)
CIK: 0000076605
Period of Report: 2011-06-03

Reporting Person: GENDELL JEFFREY L ET AL (10% Owner)
Reporting Person: TONTINE CAPITAL PARTNERS L P (10% Owner)
Reporting Person: TONTINE CAPITAL MANAGEMENT LLC (10% Owner)
Reporting Person: Tontine Capital Overseas Master Fund, L.P. (10% Owner)
Reporting Person: Tontine Capital Overseas GP, LLC (10% Owner)
Reporting Person: TONTINE CAPITAL OVERSEAS MASTER FUND II, L.P. (10% Owner)
Reporting Person: TONTINE ASSET ASSOCIATES, L.L.C. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-06-03	Common Stock, no par value	C	125000	$.01	Acquired	5299963	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-06-03	Warrants (Right to Buy)	$0.01	C	125000	Disposed	2016-03-31	Common Stock (125000)	Indirect

Footnotes

F1: This report is filed jointly by Tontine Capital Partners, L.P., a Delaware limited partnership ("TCP"), Tontine Capital Management, L.L.C., a Delaware limited liability company ("TCM"), Tontine Capital Overseas GP, L.L.C., a Delaware limited liability company ("TCO"), Tontine Capital Overseas Master Fund, L.P., a Cayman Islands limited partnership ("TMF"), Tontine Capital Overseas Master Fund II, L.P., a Cayman Islands limited partnership ("TCP 2"), Tontine Asset Associates, L.L.C., a Delaware limited liability company ("TAA") and Jeffrey L. Gendell ("Mr. Gendell"). Mr. Gendell is the managing member of: (a) TCM, the general partner of TCP; (b) TCO, the general partner of TMF; and (c) TAA, the general partner of TCP 2.

F2: The warrants were issued to TCP 2 in connection with the Secured Senior Subordinated Note and Warrant Purchase Agreement dated as of March 31, 2011, by and among the Issuer, TCP 2 and Northcreek Mezzanine Fund I, L.P., a Delaware limited partnership, on its behalf and as collateral agent (the "Purchase Agreement"). Pursuant to the Purchase Agreement, TCP 2 was issued a promissory note in the original principal amount of $2,500,000 and warrants to purchase 125,000 shares of Common Stock of the Issuer, in exchange for aggregate consideration of $2,500,000. The exercise price of the warrants was $0.01 per share.

F3: Mr. Gendell, TCM, TCO and TAA directly own 0 shares of Common Stock, TMF directly owns 729,399 shares of Common Stock, TCP directly owns 4,221,155 shares of Common Stock and TCP 2 directly owns 349,409 shares of Common Stock.

F4: All of the foregoing common stock may be deemed to be beneficially owned by Mr. Gendell. The foregoing common stock held by TCP may be deemed to be beneficially owned by TCM. The foregoing common stock held by TMF may be deemed to be beneficially owned by TCO. The foregoing common stock held by TCP 2 may be deemed to be beneficially owned by TAA. The warrants were held by TCP 2 and may be deemed to have been beneficially owned by TAA and Mr. Gendell.

F5: Mr. Gendell disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by Mr. Gendell or representing Mr. Gendell's pro rata interest in, and interest in the profits of, TCM, TCP, TCO, TMF, TCP 2 and TAA. TCM disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCM or representing TCM's pro rata interest in, and interest in the profits of, TCP. TCO disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TCO or representing TCO's pro rata interest in, and interest in the profits of, TMF.

F6: TAA disclaims beneficial ownership of the Issuer's securities reported herein for purposes of Section 16(a) under the Securities Exchange Act of 1934, as amended, or otherwise, except as to securities directly owned by TAA or representing TAA's pro rata interest in, and interest in the profits of, TCP 2.