Filing Details

Accession Number:
0001181431-13-045093
Form Type:
4
Zero Holdings:
No
Publication Time:
2013-08-15 17:26:26
Reporting Period:
2013-08-14
Filing Date:
2013-08-15
Accepted Time:
2013-08-15 17:26:26
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1574815 Stock Building Supply Holdings Inc. STCK Retail-Lumber & Other Building Materials Dealers (5211) 264687975
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1580721 Ryan Wald 10877 Wilshire Blvd., 18Th Fl.
Los Angeles CA 90024
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Voting Common Stock Disposition 2013-08-14 11,590,005 $0.00 0 No 4 D Indirect See Footnotes
Class B Non-Voting Common Stock Disposition 2013-08-14 759,681 $0.00 0 No 4 D Indirect See Footnotes
Class A Junior Preferred Stock Disposition 2013-08-14 5,100 $0.00 0 No 4 D Indirect See Footnotes
Class B Senior Preferred Stock Disposition 2013-08-14 36,388 $0.00 0 No 4 D Indirect See Footnotes
Common Stock Acquisiton 2013-08-14 18,781,896 $0.00 18,781,896 No 4 A Indirect See Footnotes
Common Stock Acquisiton 2013-08-14 759,681 $0.00 759,681 No 4 A Indirect See Footnotes
Common Stock Disposition 2013-08-14 3,505,995 $13.02 15,275,901 No 4 S Indirect See Footnotes
Common Stock Disposition 2013-08-14 46,815 $13.02 712,866 No 4 S Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 D Indirect See Footnotes
No 4 D Indirect See Footnotes
No 4 D Indirect See Footnotes
No 4 D Indirect See Footnotes
No 4 A Indirect See Footnotes
No 4 A Indirect See Footnotes
No 4 S Indirect See Footnotes
No 4 S Indirect See Footnotes
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Class A Voting Common Stock Class C Convertible Preferred Stock Disposition 2013-08-14 5,000 $0.00 4,454,889 $0.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 D Indirect
Footnotes
  1. Pursuant to the Amended and Restated Certificate of Incorporation of Stock Building Supply Holdings, Inc. (the "Issuer") filed immediately prior to closing of the Issuer's initial public offering on August 14, 2013, each share of Class A Voting Common Stock and Class B Non-Voting Common Stock was reclassified as and converted into an equal number of shares of a single class of Common Stock, resulting in an exempt disposition to the Issuer pursuant to Rule 16b-3(e) and Rule 16b-7(a), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-3(d) and Rule 16b-7(a), in each case, as promulgated under the Securities Exchange Act of 1934 (the "Exchange Act").
  2. On July 29, 2013, the Class A Voting Common Stock and Class B Non-Voting Common Stock of the Issuer split 25.972-for-1, resulting in Gores Building Holdings, LLC ("Gores Holdings") owning 11,143,755 additional shares of Class A Voting Common Stock and Glendon Saturn Holdings, LLC ("Glendon Saturn") owning 730,431 additional shares of Class B Non-Voting Common Stock, respectively.
  3. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed immediately prior to closing of the Issuer's initial public offering, the Issuer's Class A Junior Preferred Stock, Class B Senior Preferred Stock and Class C Convertible Preferred Stock was reclassified as and converted into a single class of Common Stock, resulting in beneficial ownership of the aggregate number of shares of Common Stock reflected in the table above with respect to the Reporting Person, and in an exempt disposition to the Issuer pursuant to Rule 16b-3(e) and Rule 16b-7(a), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-3(d) and Rule 16b-7(a), in each case, as promulgated under the Exchange Act.
  4. These shares are held of record by Gores Holdings.
  5. These shares are held of record by Glendon Saturn.
  6. The Gores Group, LLC ("Gores") is the manager of Gores Holdings and Glendon Saturn and Alec E. Gores is the manager of Gores. Gores Capital Partners II, L.P. ("Gores II") is the controlling member of Gores Holdings. Gores Capital Advisors II, LLC ("Gores Advisors") is the general partner of Gores II. Gores is the manager of Gores Advisors. Gores has a seven member investment committee that has voting and dispositive authority over the shares held of record by Gores Holdings and Glendon Saturn. (Continued in footnote 7)
  7. The members of the investment committee include Alec E. Gores, Mark R. Stone, Joseph P. Page, Vance W. Diggins, Timothy Meyer, Ryan Wald and Steven C. Yager. Each of the foregoing persons may be deemed to share voting and dispositive power with respect to the shares held of record by Gores Holdings and Glendon Saturn. None of the members of the investment committee, acting alone, has voting or dispositive power over any shares.The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.
  8. Represents the offering price per share to the public of the Common Stock, net of the underwriters' discount of $0.98.
  9. Prior to the reclassification, each share of Class C Convertible Preferred Stock was convertible without payment of further consideration into a number of shares of Class A Voting Common Stock equal to the amount determined by dividing $1,000 by 1.1223625. The Class C Convertible Preferred Stock had no expiration date.