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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* YEAZEL BRYAN J. (Last) (First) (Middle) C/O STOCK BUILDING SUPPLY HOLDINGS, INC. 8020 ARCO CORPORATE DRIVE, SUITE 400 (Street) RALEIGH NC 27617 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol STOCK BUILDING SUPPLY HOLDINGS, INC. [ STCK ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) See Remarks
	3. Date of Earliest Transaction (Month/Day/Year) 08/14/2013
	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)
			Code	V	Amount	(A) or (D)	Price
Class B Non-Voting Common Stock	08/14/2013		D(1)(2)		311,664	D	(1)(2)	0(3)	D
Common Stock	08/14/2013		A(1)(2)		311,664	A	(1)(2)	311,664	D
Common Stock	08/14/2013		S		19,260	D	$13.02(4)	292,404	D
Common Stock	08/14/2013		A		9,524	A	$0	301,928	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)(1)(2)	$0.97	08/14/2013		D(1)(2)			24,674	(5)	03/01/2022	Class B Non-Voting Common Stock	24,674	$0	0	D
Employee Stock Option (right to buy)(1)(2)	$0.97	08/14/2013		A(1)(2)		24,674		(5)	03/01/2022	Common Stock	24,674	$0	24,674	D
Employee Stock Option (right to buy)	$14	08/14/2013		A		38,527		(6)	08/14/2023	Common Stock	38,527	$0	63,201	D

Explanation of Responses:

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"). (Continued in footnote 2)

2. Options to purchase Class B Non-Voting Common Stock were converted into the right to purchase an equal number of shares 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 Exchange Act.

3. On July 29, 2013, the Class B Non-Voting Common Stock of the Issuer split 25.972-for-1, resulting in the Reporting Person owning 299,664 additional shares of Class B Non-Voting Common Stock.

4. Represents the offering price per share to the public of the Common Stock net of the underwriters' discount of $0.98.

5. The options vest over a four-year period: as to 10% of the shares underlying the option award on the first anniversary of January 26, 2012, the vesting commencement date, 20% on the second anniversary, 25% on the third anniversary and the remaining 45% on the fourth anniversary, subject to the Reporting Person's continued employment with the Issuer.

6. The options vest over a three-year period: as to one-third of the shares underlying the option award on the first anniversary of August 14, 2013, the vesting commencement date, one-third on the second anniversary, and the remaining one-third on the third anniversary, subject to the Reporting Person's continued employment with the Issuer.

Remarks:

EVP, Chief Administrative Officer, GC and Corporate Secretary

	/s/ Bryan J. Yeazel	08/14/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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