X0303 4 2010-01-21 0 0001316835 Builders FirstSource, Inc. BLDR 0001110176 LEVY PAUL S 450 LEXINGTON AVENUE, 31ST FLOOR NEW YORK NY 10017 1 0 1 0 Common Stock, par value $0.01 per share 2010-01-21 4 X 0 12857143 3.50 A 21809694.5 I By Building Products, LLC Common Stock, par value $0.01 per share 2010-01-21 4 J 0 2534889.5 3.50 A 24344584 I By JWP LLC Subscription Rights (right to buy) 3.50 2010-01-21 4 X 0 12857143 0.00 D 2009-12-15 2010-01-19 Common Stock, par value $0.01 per share 12857143 0 I By Building Products, LLC These shares of common stock, par value $0.01 per share, of Builders FirstSource, Inc. (the "Company") were purchased by Building Products, LLC ("Building Products") pursuant to that certain Investment Agreement, dated as of October 23, 2009 (as amended, the "Investment Agreement"), by and among JLL Partners Fund V, L.P., Warburg Pincus Private Equity IX, L.P. and the Company, upon exercise of subscription rights issued pro rata to holders of the Company's common stock as of the close of business on December 14, 2009, to purchase shares of the Company's common stock at a subscription price of $3.50 per share (the "Rights Offering") under the basic subscription privilege of the Rights Offering. JLL Partners Fund V, L.P. indirectly beneficially owns 21,809,694.5 shares of common stock of the Company by virtue of its position as a member of Building Products and pursuant to the Amended and Restated Limited Liability Company Agreement of Building Products. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P. JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P. Although Mr. Levy may be deemed to be an indirect beneficial owner of shares of the common stock, par value $0.01 per share, of the Company that are held by Building Products by virtue of his position as sole managing member of JLL Associates G.P. V, L.L.C., Mr. Levy disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These shares of common stock of the Company were acquired pursuant to the provisions of the Investment Agreement that obligated JLL Partners Fund V, L.P. to cause JWP LLC to exchange $48.909 million in aggregate principal amount of the Second Priority Senior Secured Floating Notes due 2012 of the Company held by JWP LLC. On January 21, 2010, upon the closing of the Company's debt exchange, after the allocation of shares of the Company's common stock in accordance with the proration required in the debt exchange, JWP LLC received, on behalf of JLL Partners Fund V, L.P., 2,534,889.5 shares of the Company's common stock in the debt exchange at an exchange price per share of $3.50 and $40,036,886.16 in cash. JLL Partners Fund V, L.P., indirectly beneficially owns 2,534,889.5 shares of common stock of the Company by virtue of its position as a member of JWP LLC and pursuant to the Amended and Restated Limited Liability Company Agreement of JWP LLC. JLL Associates V, L.P. is the general partner of JLL Partners Fund V, L.P. JLL Associates G.P. V, L.L.C. is the general partner of JLL Associates V, L.P. Although Mr. Levy may be deemed to be an indirect beneficial owner of shares of the common stock, par value $0.01 per share, of Builders FirstSource, Inc., that are held by JWP LLC by virtue of his position as sole managing member of JLL Associates G.P. V, L.L.C., Mr. Levy disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. These subscription rights were exercised by JLL Partners Fund V, L.P. pursuant to the Investment Agreement under its basic subscription privilege in the Rights Offering, as described above in Footnote 1. /s/ Paul S. Levy 2010-01-22