0001181431-13-045087.txt : 20130815
0001181431-13-045087.hdr.sgml : 20130815
20130815171633
ACCESSION NUMBER: 0001181431-13-045087
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130814
FILED AS OF DATE: 20130815
DATE AS OF CHANGE: 20130815
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: YAGER STEVEN
CENTRAL INDEX KEY: 0001247300
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36050
FILM NUMBER: 131043118
4
1
rrd388362.xml
FORM 4
X0306
4
2013-08-14
0
0001574815
STOCK BUILDING SUPPLY HOLDINGS, INC.
STCK
0001247300
YAGER STEVEN
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES
CA
90024
1
0
1
0
Class A Voting Common Stock
2013-08-14
4
D
0
11590005
D
0
I
See Footnotes
Class B Non-Voting Common Stock
2013-08-14
4
D
0
759681
D
0
I
See Footnotes
Class A Junior Preferred Stock
2013-08-14
4
D
0
5100
D
0
I
See Footnotes
Class B Senior Preferred Stock
2013-08-14
4
D
0
36388
D
0
I
See Footnotes
Common Stock
2013-08-14
4
A
0
18781896
A
18781896
I
See Footnotes
Common Stock
2013-08-14
4
A
0
759681
A
759681
I
See Footnotes
Common Stock
2013-08-14
4
S
0
3505995
13.02
D
15275901
I
See Footnotes
Common Stock
2013-08-14
4
S
0
46815
13.02
D
712866
I
See Footnotes
Class C Convertible Preferred Stock
0
2013-08-14
4
D
0
5000
0
D
Class A Voting Common Stock
4454889
0
I
See Footnotes
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").
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.
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.
These shares are held of record by Gores Holdings.
These shares are held of record by Glendon Saturn.
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)
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.
Represents the offering price per share to the public of the Common Stock, net of the underwriters' discount of $0.98.
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.
/s/ Bryan J. Yeazel by power of attorney for Steven C. Yager
2013-08-15