SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

LEVY PAUL S

(Last)

(First)

(Middle)

450 LEXINGTON AVENUE, 31ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Builders FirstSource, Inc. [ BLDR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/21/2010

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.01 per share	01/21/2010		X		12,857,143⁽¹⁾	A	$3.5	21,809,694.5	I	By Building Products, LLC⁽²⁾
Common Stock, par value $0.01 per share	01/21/2010		J		2,534,889.5⁽³⁾	A	$3.5	24,344,584	I	By JWP LLC⁽⁴⁾

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Subscription Rights (right to buy)	$3.5	01/21/2010		X			12,857,143⁽⁵⁾	12/15/2009	01/19/2010	Common Stock, par value $0.01 per share	12,857,143	$0.00	0	I	By Building Products, LLC⁽²⁾

Explanation of Responses:

1. These shares of common stock, par value $0.01 per share, of Builders FirstSource, Inc. (the "Company") were purchased by Building Products, LLC ("Building Products") pursuant to that certain Investment Agreement, dated as of October 23, 2009 (as amended, the "Investment Agreement"), by and among JLL Partners Fund V, L.P., Warburg Pincus Private Equity IX, L.P. and the Company, upon exercise of subscription rights issued pro rata to holders of the Company's common stock as of the close of business on December 14, 2009, to purchase shares of the Company's common stock at a subscription price of $3.50 per share (the "Rights Offering") under the basic subscription privilege of the Rights Offering.

2. JLL Partners Fund V, L.P. indirectly beneficially owns 21,809,694.5 shares of common stock of the Company by virtue of its position as a member of Building Products and pursuant to the Amended and Restated Limited Liability Company Agreement of Building Products. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P. JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P. Although Mr. Levy may be deemed to be an indirect beneficial owner of shares of the common stock, par value $0.01 per share, of the Company that are held by Building Products by virtue of his position as sole managing member of JLL Associates G.P. V, L.L.C., Mr. Levy disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. These shares of common stock of the Company were acquired pursuant to the provisions of the Investment Agreement that obligated JLL Partners Fund V, L.P. to cause JWP LLC to exchange $48.909 million in aggregate principal amount of the Second Priority Senior Secured Floating Notes due 2012 of the Company held by JWP LLC. On January 21, 2010, upon the closing of the Company's debt exchange, after the allocation of shares of the Company's common stock in accordance with the proration required in the debt exchange, JWP LLC received, on behalf of JLL Partners Fund V, L.P., 2,534,889.5 shares of the Company's common stock in the debt exchange at an exchange price per share of $3.50 and $40,036,886.16 in cash.

4. JLL Partners Fund V, L.P., indirectly beneficially owns 2,534,889.5 shares of common stock of the Company by virtue of its position as a member of JWP LLC and pursuant to the Amended and Restated Limited Liability Company Agreement of JWP LLC. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P. JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P. Although Mr. Levy may be deemed to be an indirect beneficial owner of shares of the common stock, par value $0.01 per share, of Builders FirstSource, Inc., that are held by JWP LLC by virtue of his position as sole managing member of JLL Associates G.P. V, L.L.C., Mr. Levy disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. These subscription rights were exercised by JLL Partners Fund V, L.P. pursuant to the Investment Agreement under its basic subscription privilege in the Rights Offering, as described above in Footnote 1.

Remarks:

	/s/ Paul S. Levy	01/22/2010
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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