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*
GORES GROUP, LLC

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(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)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/18/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Common Stock, par value $0.01 per share 03/18/2014 S 5,787,089(1) D $18.6713(2) 9,488,812(3) I See Footnotes(5)(6)
Common Stock, par value $0.01 per share 03/18/2014 S 270,061(1) D $18.6713(2) 442,805(4) I See Footnotes(5)(6)
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
1. Name and Address of Reporting Person*
GORES GROUP, LLC

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GORES BUILDING HOLDINGS, LLC

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GLENDON SATURN HOLDINGS, LLC

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GORES CAPITAL PARTNERS II LP

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
GORES CAPITAL ADVISORS II, LLC

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Gores Alec E

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Stone Mark

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Page Joseph P.

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
DIGGINS VANCE W.

(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.

(Street)
LOS ANGELES CA 90024

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Represent shares of Stock Building Supply Holdings, Inc.'s (the "Issuer") common stock sold in an underwritten secondary offering.
2. Represents the offering price to the public in the secondary offering of $19.50 per share, net of underwriters' discount of $0.82875.
3. These shares are held of record by Gores Building Holdings, LLC ("Gores Holdings").
4. These shares are held of record by Glendon Saturn Holdings, LLC ("Glendon Saturn").
5. 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 six member investment committee that has voting and dispositive authority over the common stock held of record by Gores Holdings and Glendon Saturn.
6. (Continued from Footnote 5) The members of the investment committee include Alec E. Gores, Mark R. Stone, Joseph P. Page, Vance W. Diggins, Timothy Meyer 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. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of such person's pecuniary interest therein.
Remarks:
The Issuer is party to a Director Nomination Agreement with Gores Holdings. The number of nominees that Gores Holdings is entitled to designate under this agreement bears the same proportion to the total number of members of the Issuer's board of directors as the number of shares of common stock beneficially owned by Gores Holdings and its affiliates bears to the total number of shares of common stock outstanding, rounded up to the nearest whole number. As a result, Gores Holdings and the affiliated entities and individuals that share beneficial ownership of the reported securities may be deemed directors by deputization.
/s/ Bryan J. Yeazel by power of attorney for The Gores Group, LLC 03/20/2014
/s/ Bryan J. Yeazel by power of attorney for Gores Building Holdings, LLC 03/20/2014
/s/ Bryan J. Yeazel by power of attorney for Glendon Saturn Holdings, LLC 03/20/2014
/s/ Bryan J. Yeazel by power of attorney for Gores Capital Partners II, L.P. 03/20/2014
/s/ Bryan J. Yeazel by power of attorney for Gores Capital Advisors II, LLC 03/20/2014
/s/ Bryan J. Yeazel by power of attorney for Alec E. Gores 03/20/2014
/s/ Bryan J. Yeazel by power of attorney for Mark R. Stone 03/20/2014
/s/ Bryan J. Yeazel by power of attorney for Joseph P. Page 03/20/2014
/s/ Bryan J. Yeazel by power of attorney for Vance W. Diggins 03/20/2014
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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