Filing Details
- Accession Number:
- 0001564590-20-012637
- Form Type:
- 13D Filing
- Publication Date:
- 2020-03-24 20:22:45
- Filed By:
- Coliseum Capital
- Company:
- Bmc Stock Holdings Inc. (NASDAQ:BMCH)
- Filing Date:
- 2020-03-25
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Coliseum Capital Management | 4,869,925 | 0 | 4,869,925 | 4,869,925 | 7.3% | |
| Coliseum Capital | 3,645,397 | 0 | 3,645,397 | 3,645,397 | 5.5% | |
| Coliseum Capital Partners | 3,645,397 | 0 | 3,645,397 | 3,645,397 | 5.5% | |
| Adam Gray | 4,869,925 | 0 | 4,869,925 | 4,869,925 | 7.3% | |
| Christopher Shackelton | 4,869,925 | 0 | 4,869,925 | 4,869,925 | 7.3% |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of1934
(AmendmentNo. 1)*
BMC Stock Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
05591B109
(CUSIP Number)
Christopher Shackelton/Adam Gray 105 Rowayton Avenue
Rowayton, CT 06853
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 20, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐
* 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 disclosures provided in a prior cover page.
The information required on 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).
LEGAL_US_E # 147466800.3
| CUSIP No. 05591B109 | 13D/A No. 1 | Page 2 of 9 |
|
| 1. | Names of reportingpersons. |
Coliseum Capital Management, LLC
|
| 2. | Checktheappropriateboxifamemberofagroup(seeinstructions) |
(a)☐(b)☒
|
| 3. | SEC useonly |
|
| 4. | Source of funds (see instructions) AF |
|
|
| 5. | CheckifdisclosureoflegalproceedingsisrequiredpursuanttoItems2(d)or2(e) |
☐
|
| 6. | Citizenship or place oforganization |
Delaware
|
| 7. | Sole votingpower |
Number of shares beneficially owned by each reporting person
with
0
|
| 8. | Shared votingpower |
4,869,925
|
| 9. | Sole dispositivepower |
0
|
| 10. | Shared dispositivepower |
4,869,925
|
| 11. | Aggregateamountbeneficiallyownedbyeachreportingperson |
4,869,925
|
| 12. | CheckiftheaggregateamountinRow(11)excludescertainshares(seeinstructions) |
☐
|
| 13. | Percent of class represented by amount in Row(11) |
7.3%
|
| 14. | Type of reporting person (see instructions) IA |
|
LEGAL_US_E # 147466800.3
| CUSIP No. 05591B109 | 13D/A No. 1 | Page 3 of 9 |
|
| 1. | Names of reportingpersons. |
Coliseum Capital, LLC
|
| 2. | Checktheappropriateboxifamemberofagroup(seeinstructions) |
(a)☐(b)☒
|
| 3. | SEC useonly |
|
| 4. | Source of funds (see instructions) AF |
|
|
| 5. | CheckifdisclosureoflegalproceedingsisrequiredpursuanttoItems2(d)or2(e) |
☐
|
| 6. | Citizenship or place oforganization |
Delaware
|
| 7. | Sole votingpower |
Number of shares beneficially owned by each reporting person
with
0
|
| 8. | Shared votingpower |
3,645,397
|
| 9. | Sole dispositivepower |
0
|
| 10. | Shared dispositivepower |
3,645,397
|
| 11. | Aggregateamountbeneficiallyownedbyeachreportingperson |
3,645,397
|
| 12. | CheckiftheaggregateamountinRow(11)excludescertainshares(seeinstructions) |
☐
|
| 13. | Percent of class represented by amount in Row(11) |
5.5%
|
| 14. | Type of reporting person (see instructions) OO |
|
LEGAL_US_E # 147466800.3
| CUSIP No. 05591B109 | 13D/A No. 1 | Page 4 of 9 |
|
| 1. | Names of reportingpersons. |
Coliseum Capital Partners, L.P.
|
| 2. | Checktheappropriateboxifamemberofagroup(seeinstructions) |
(a)☐(b)☒
|
| 3. | SEC useonly |
|
| 4. | Source of funds (see instructions) WC |
|
|
| 5. | CheckifdisclosureoflegalproceedingsisrequiredpursuanttoItems2(d)or2(e) |
☐
|
| 6. | Citizenship or place oforganization |
Delaware
|
| 7. | Sole votingpower |
Number of shares beneficially owned by each reporting person
with
0
|
| 8. | Shared votingpower |
3,645,397
|
| 9. | Sole dispositivepower |
0
|
| 10. | Shared dispositivepower |
3,645,397
|
| 11. | Aggregateamountbeneficiallyownedbyeachreportingperson |
3,645,397
|
| 12. | CheckiftheaggregateamountinRow(11)excludescertainshares(seeinstructions) |
☐
|
| 13. | Percent of class represented by amount in Row(11) |
5.5%
|
| 14. | Type of reporting person (see instructions) PN |
|
LEGAL_US_E # 147466800.3
| CUSIP No. 05591B109 | 13D/A No. 1 | Page 5 of 9 |
|
| 1. | Names of reportingpersons. |
Adam Gray
|
| 2. | Checktheappropriateboxifamemberofagroup(seeinstructions) |
(a)☐(b)☒
|
| 3. | SEC useonly |
|
| 4. | Source of funds (see instructions) AF |
|
|
| 5. | CheckifdisclosureoflegalproceedingsisrequiredpursuanttoItems2(d)or2(e) |
☐
|
| 6. | Citizenship or place oforganization |
United States
|
| 7. | Sole votingpower |
Number of shares beneficially owned by each reporting person
with
0
|
| 8. | Shared votingpower |
4,869,925
|
| 9. | Sole dispositivepower |
0
|
| 10. | Shared dispositivepower |
4,869,925
|
| 11. | Aggregateamountbeneficiallyownedbyeachreportingperson |
4,869,925
|
| 12. | CheckiftheaggregateamountinRow(11)excludescertainshares(seeinstructions) |
☐
|
| 13. | Percent of class represented by amount in Row(11) |
7.3%
|
| 14. | Type of reporting person (see instructions) IN |
|
LEGAL_US_E # 147466800.3
|
| 1. | Names of reportingpersons. |
Christopher Shackelton
|
| 2. | Checktheappropriateboxifamemberofagroup(seeinstructions) |
(a)☐(b)☒
|
| 3. | SEC useonly |
|
| 4. | Source of funds (see instructions) AF |
|
|
| 5. | CheckifdisclosureoflegalproceedingsisrequiredpursuanttoItems2(d)or2(e) |
☐
|
| 6. | Citizenship or place oforganization |
United States
|
| 7. | Sole votingpower |
Number of shares beneficially owned by each reporting person
with
0
|
| 8. | Shared votingpower |
4,869,925
|
| 9. | Sole dispositivepower |
0
|
| 10. | Shared dispositivepower |
4,869,925
|
| 11. | Aggregateamountbeneficiallyownedbyeachreportingperson |
4,869,925
|
| 12. | CheckiftheaggregateamountinRow(11)excludescertainshares(seeinstructions) |
☐
|
| 13. | Percent of class represented by amount in Row(11) |
7.3%
|
| 14. | Type of reporting person (see instructions) IN |
|
LEGAL_US_E # 147466800.3
| CUSIP No. 05591B109 | 13D/A No. 1 | Page 7 of 9 |
Explanatory Note: This Amendment No. 1 (this “Amendment”) to the Schedule 13D (the “Initial 13D”) relating to BMC Stock Holdings, Inc. (the “Issuer”), filed by the Reporting Persons with the Securities and Exchange Commission on November 14, 2019, amends and supplements certain of the items set forth therein.
As used in this Amendment, the term “Reporting Persons” collectively refers to:
|
| • | ColiseumCapitalManagement,LLC,aDelawarelimitedliabilitycompany(“CCM”); |
|
| • | ColiseumCapital,LLC,aDelawarelimitedliabilitycompany(“CC”); |
|
| • | ColiseumCapitalPartners,L.P.,aDelawarelimitedpartnership(“CCP”); |
|
| • | Adam Gray (“Gray”);and |
|
| • | Christopher Shackelton(“Shackelton”). |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
The source and amount of funds used in purchasing the Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) were as follows:
| Purchaser | Source of Funds | Amount |
| CCP | Working Capital | $14,534,323.20 |
| Separate Account | Working Capital | $4,711,414.69 |
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
(a) – (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 of all the cover pages filed herewith are calculated based upon 66,809,594 shares of Common Stock outstanding as of February 26, 2020, as reported in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2020.
|
| (c) | The Reporting Persons effected the following transactions in the Common Stock on the dates indicated and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty (60) days preceding the date of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less. |
|
|
| Purchase or Sale | Date | Number of Shares | Weighted Average Price Per Share | Range of Prices |
| CCP | Open Market Purchase | 3/17/2020 | 408,649 | $15.0119 | $14.75 - $15.30 |
| Separate Account | Open Market Purchase | 3/17/2020 | 131,819 | $15.0119 | $14.75 - $15.30 |
| CCP | Open Market Purchase | 3/18/2020 | 76,951 | $14.8757 | $14.26 - $15.25 |
| Separate Account | Open Market Purchase | 3/18/2020 | 25,327 | $14.8757 | $14.26 - $15.25 |
| CCP | Open Market Purchase | 3/19/2020 | 18,962 | $16.1776 | $16.05 - $16.30 |
| Separate Account | Open Market Purchase | 3/19/2020 | 6,038 | $16.1776 | $16.05 - $16.30 |
| CCP | Open Market Purchase | 3/20/2020 | 410,977 | $16.1216 | $15.68 - $16.40 |
LEGAL_US_E # 147466800.3
| CUSIP No. 05591B109 | 13D/A No. 1 | Page 8 of 9 |
| Separate Account | Open Market Purchase | 3/20/2020 | 133,685 | $16.1216 | $15.68 - $16.40 |
| CCP | Open Market Purchase | 3/23/2020 | 21,556 | $14.9684 | $14.81 - $15.24 |
| Separate Account | Open Market Purchase | 3/23/2020 | 6,875 | $14.9684 | $14.81 - $15.24 |
|
| (d) | Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceedsfromthesaleof,theCommonStockreportedherein. |
|
The information in Item 6 hereof is incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
CCM is an investment adviser whose clients, including CCP and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.
LEGAL_US_E # 147466800.3
| CUSIP No. 05591B109 | 13D/A No. 1 | Page 9 of 9 |
SIGNATURES
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.
DATED: March 24, 2020
COLISEUM CAPITALMANAGEMENT,LLCCHRISTOPHERSHACKELTON
By: /s/ Chivonne CassarBy: /s/ Chivonne Cassar
Chivonne Cassar,Attorney-in-factChivonne Cassar,Attorney-in-fact
COLISEUMCAPITAL,LLCADAMGRAY
By: /s/ Chivonne Cassar By: /s/ Chivonne Cassar
Chivonne Cassar,Attorney-in-factChivonne Cassar,Attorney-in-fact
COLISEUM CAPITAL PARTNERS, L.P.
By: Coliseum Capital, LLC, General Partner By: /s/ Chivonne Cassar
Chivonne Cassar, Attorney-in-fact
LEGAL_US_E # 147466800.3