SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
GONI FERNANDO

(Last) (First) (Middle)
9800 WILSHIRE BLVD.

(Street)
BEVERLY HILLS CA 90212

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2014
3. Issuer Name and Ticker or Trading Symbol
STOCK BUILDING SUPPLY HOLDINGS, INC. [ STCK ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock, par value $0.01 per share 9,488,812 I See Footnotes(1)(3)(4)
Common stock, par value $0.01 per share 442,805 I See Footnotes(2)(3)(4)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. These shares are held of record by Gores Building Holdings, LLC ("Gores Holdings").
2. These shares are held of record by Glendon Saturn Holdings, LLC ("Glendon Saturn").
3. The reporting person became a member of the investment committee of The Gores Group, LLC ("Gores") on April 1, 2014. 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. The members of the investment committee include Fernando Goni, Alec E. Gores, Mark R. Stone, Joseph P. Page, Vance W. Diggins and Steven C. Yager. Gores is the manager of Gores Holdings and Glendon Saturn. 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. (continued in Footnote 4)
4. 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.
Remarks:
Exhibit 24.1 Power of Attorney The Issuer entered into a Director Nomination Agreement with Gores Holdings in connection with the closing of its initial public offering on August 14, 2013. 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 bears to the total number of shares of common stock outstanding, rounded up to the nearest whole number.
/s/ Steven G. Eisner by power of attorney for Fernando Goni 03/09/2015
** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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