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 * KOTLER MARY J   2. Issuer Name and Ticker or Trading Symbol PGT, Inc. [PGTI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President - Supply Chain (Last) (First) (Middle) C/O PGT, INC., 1070 TECHNOLOGY DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 07/23/2008 (Street) NORTH VENICE, FL 34275 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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

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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

Employee Stock Option (right to buy)

$ 3.09

07/23/2008(1)

A

16,668

(2)

03/06/2015

Common Stock, par value $0.01 per share

16,668

(3)

16,668

D

Employee Stock Option (right to buy)

$ 12.77

07/23/2008(1)

D

8,334

(4)

02/27/2017

Common Stock, par value $0.01 per share

8,334

(3)

0

D

Employee Stock Option (right to buy)

$ 12.77

07/23/2008(1)

D

8,334

(5)

02/27/2017

Common Stock, par value $0.01 per share

8,334

(3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KOTLER MARY J C/O PGT, INC. 1070 TECHNOLOGY DRIVE NORTH VENICE, FL 34275			Vice President - Supply Chain

Signatures

/s/ Mary J. Kotler		07/25/2008
**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)	(1) The option grant was approved by the board of directors of PGT, Inc. (the "Company") under the PGT, Inc. Equity Incentive Plan on March 6, 2008, subject to stockholder approval of the Replacement Option Agreement executed by Ms. Kotler on March 6, 2008, under which the option was granted. The Company's stockholders approved the replacement option agreement on July 23, 2008.
(2)	(2) The option becomes exercisable in three equal annual installments beginning on March 6, 2009.
(3)	(3) The reporting person agreed to the cancellation of an option granted to her on February 27, 2007, in exchange for a new option having a lower exercise price.
(4)	(4) The option becomes exercisable in two equal annual installments on February 27, 2008, and February 27, 2009.
(5)	(5) The option becomes exercisable in three equal annual installments beginning on February 27, 2008.

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