0001181431-13-044923.txt : 20130814
0001181431-13-044923.hdr.sgml : 20130814
20130814212308
ACCESSION NUMBER: 0001181431-13-044923
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130814
FILED AS OF DATE: 20130814
DATE AS OF CHANGE: 20130814
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: STOCK BUILDING SUPPLY HOLDINGS, INC.
CENTRAL INDEX KEY: 0001574815
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211]
IRS NUMBER: 264687975
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 8020 ARCO CORPORATE DRIVE, SUITE 400
CITY: RALEIGH
STATE: NC
ZIP: 27617
BUSINESS PHONE: 919-431-1000
MAIL ADDRESS:
STREET 1: 8020 ARCO CORPORATE DRIVE, SUITE 400
CITY: RALEIGH
STATE: NC
ZIP: 27617
FORMER COMPANY:
FORMER CONFORMED NAME: SATURN ACQUISITION HOLDINGS, LLC
DATE OF NAME CHANGE: 20130419
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Rea Jeffrey Gene
CENTRAL INDEX KEY: 0001451488
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36050
FILM NUMBER: 131040240
MAIL ADDRESS:
STREET 1: 1050 WESTLAKES DRIVE
CITY: BERWYN
STATE: PA
ZIP: 19312
4
1
rrd388379.xml
FORM 4
X0306
4
2013-08-14
0
0001574815
STOCK BUILDING SUPPLY HOLDINGS, INC.
STCK
0001451488
Rea Jeffrey Gene
C/O STOCK BUILDING SUPPLY HOLDINGS, INC.
8020 ARCO CORPORATE DRIVE, SUITE 400
RALEIGH
NC
27617
1
1
0
0
President and CEO
Class B Non-Voting Common Stock
2013-08-14
4
D
0
884217
D
0
D
Common Stock
2013-08-14
4
A
0
884217
A
884217
D
Common Stock
2013-08-14
4
S
0
30474
13.02
D
853743
D
Common Stock
2013-08-14
4
A
0
23810
0
A
877553
D
Employee Stock Option (right to buy)
0.97
2013-08-14
4
D
0
47399
0
D
2022-03-01
Class B Non-Voting Common Stock
47399
0
D
Employee Stock Option (right to buy)
0.97
2013-08-14
4
A
0
47399
0
A
2022-03-01
Common Stock
47399
47399
D
Employee Stock Option (right to buy)
14.00
2013-08-14
4
A
0
92502
0
A
2023-08-14
Common Stock
92502
139901
D
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)
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.
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 850,172 additional shares of Class B Non-Voting Common Stock.
Represents the offering price per share to the public of the Common Stock net of the underwriters' discount of $0.98.
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.
The options vest over a four-year period: as to one-third of the shares underlying the option award on the second anniversary of August 14, 2013, the vesting commencement date, one-third on the third anniversary, and the remaining one-third on the fourth anniversary, subject to the Reporting Person's continued employment with the Issuer.
/s/ Bryan J. Yeazel by power of attorney for Jeffrey G. Rea
2013-08-14