0001181431-13-044919.txt : 20130814 0001181431-13-044919.hdr.sgml : 20130814 20130814211618 ACCESSION NUMBER: 0001181431-13-044919 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: MAJOR JAMES F. JR. CENTRAL INDEX KEY: 0001581260 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131040233 MAIL ADDRESS: STREET 1: C/O STOCK BUILDING SUPPLY HOLDINGS, INC. STREET 2: 8020 ARCO CORPORATE DRIVE CITY: RALEIGH STATE: NC ZIP: 27617 4 1 rrd388370.xml FORM 4 X0306 4 2013-08-14 0 0001574815 STOCK BUILDING SUPPLY HOLDINGS, INC. STCK 0001581260 MAJOR JAMES F. JR. C/O STOCK BUILDING SUPPLY HOLDINGS, INC. 8020 ARCO CORPORATE DRIVE, SUITE 400 RALEIGH NC 27617 0 1 0 0 EVP, CFO, Treasurer Class B Non-Voting Common Stock 2013-08-14 4 D 0 311664 D 0 D Common Stock 2013-08-14 4 A 0 311664 A 311664 D Common Stock 2013-08-14 4 S 0 19260 13.02 D 292404 D Common Stock 2013-08-14 4 A 0 9524 0 A 301928 D Employee Stock Option (right to buy) 0.97 2013-08-14 4 D 0 24674 0 D 2022-03-01 Class B Non-Voting Common Stock 24674 0 D Employee Stock Option (right to buy) 0.97 2013-08-14 4 A 0 24674 0 A 2022-03-01 Common Stock 24674 24674 D Employee Stock Option (right to buy) 14.00 2013-08-14 4 A 0 38527 0 A 2023-08-14 Common Stock 38527 63201 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 299,664 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 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. /s/ Bryan J. Yeazel by power of attorney for James F. Major, Jr. 2013-08-14