SEC FORM 3

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^*

GORES GROUP, LLC

(Last)

(First)

(Middle)

10877 WILSHIRE BLVD., 18TH FL.

(Street)

LOS ANGELES

90024

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2013

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)

	Form filed by One Reporting Person
X	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)
Class A Voting Common Stock⁽¹⁾	11,590,005	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾
Class B Non-Voting Common Stock⁽¹⁾	759,681	I	See Footnotes⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Junior Preferred Stock⁽²⁾	5,100	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾
Class B Senior Preferred Stock⁽²⁾	36,388	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Class C Convertible Preferred Stock⁽³⁾	⁽³⁾	⁽³⁾	Class A Voting Common Stock	4,454,889	⁽³⁾	I	See Footnotes⁽⁴⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

GORES GROUP, LLC

(Last)

(First)

(Middle)

10877 WILSHIRE BLVD., 18TH FL.

(Street)

LOS ANGELES

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

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

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

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

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

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

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

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

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. Pursuant to the Amended and Restated Certificate of Incorporation of Stock Building Supply Holdings, Inc. (the "Issuer") to be filed immediately prior to closing of the Issuer's initial public offering, each share of Class A Voting Common Stock and Class B Non-Voting Common Stock will be reclassified as and converted into an equal number of shares of a single class of Common Stock.

2. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer to be filed immediately prior to closing of the Issuer's initial public offering, (i) each share of Class A Junior Preferred Stock will be reclassified as and converted into a number of shares of Common Stock equal to the amount determined by dividing $1.00 by the offering price to the public of the Common Stock (the "IPO Price"); and (ii) each share of Class B Senior Preferred Stock will be reclassified as and converted into a number of shares of Common Stock equal to the amount determined by dividing the sum of (a) $1,000 plus (b) accumulated and unpaid distributions up to, but not including, the date closing date, by the IPO Price.

3. Each share of Class C Convertible Preferred Stock is 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 and, pursuant to the Amended and Restated Certificate of Incorporation of the Issuer to be filed immediately prior to closing of the Issuer's initial public offering, each share of Class C Convertible Preferred Stock will be reclassified as and converted into a number of shares of Common Stock equal to the amount determined by dividing $1,000 by 1.1223625. The Class C Convertible Preferred Stock has no expiration date.

4. These shares are held of record by Gores Building Holdings, LLC ("Gores Holdings").

5. These shares are held of record by Glendon Saturn Holdings, LLC ("Glendon Saturn").

6. 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. 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.(Continued in Footnote 7).

7. 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 will enter into a Director Nomination Agreement with Gores Holdings in connection with the closing of its initial public offering. The number of nominees that Gores Holdings is entitled to designate under this agreement will bear 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. Exhibit 24.1 Power of Attorney

	/s/ Bryan J. Yeazel by power of attorney for The Gores Group, LLC	08/08/2013
	/s/ Bryan J. Yeazel by power of attorney for Gores Building Holdings, LLC	08/08/2013
	/s/ Bryan J. Yeazel by power of attorney for Glendon Saturn Holdings, LLC	08/08/2013
	/s/ Bryan J. Yeazel by power of attorney for Gores Capital Partners II, L.P.	08/08/2013
	/s/ Bryan J. Yeazel by power of attorney for Gores Capital Advisors II, LLC	08/08/2013
	/s/ Bryan J. Yeazel by power of attorney for Alec E. Gores	08/08/2013
	/s/ Bryan J. Yeazel by power of attorney for Mark R. Stone	08/08/2013
	/s/ Bryan J. Yeazel by power of attorney for Joseph P. Page	08/08/2013
	/s/ Bryan J. Yeazel by power of attorney for Vance W. Diggins	08/08/2013
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.