0001181431-13-043655.txt : 20130808 0001181431-13-043655.hdr.sgml : 20130808 20130808154842 ACCESSION NUMBER: 0001181431-13-043655 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130808 FILED AS OF DATE: 20130808 DATE AS OF CHANGE: 20130808 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: YEAZEL BRYAN J. CENTRAL INDEX KEY: 0001581290 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131021712 MAIL ADDRESS: STREET 1: C/O STOCK BUILDING SUPPLY HOLDINGS, INC. STREET 2: 8020 ARCO CORPORATE DRIVE, SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27617 3 1 rrd387060.xml FORM 3 X0206 3 2013-08-08 0 0001574815 STOCK BUILDING SUPPLY HOLDINGS, INC. STCK 0001581290 YEAZEL BRYAN J. C/O STOCK BUILDING SUPPLY HOLDINGS, INC. 8020 ARCO CORPORATE DRIVE, SUITE 400 RALEIGH NC 27617 0 1 0 0 See Remarks Class B Non-Voting Common Stock 311664 D Employee Stock Option (right to buy) 0.97 2022-04-16 Class B Non-Voting Common Stock 24674 D 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. Options to purchase Class B Non-Voting Common Stock will convert into the right to purchase an equal number of shares of Common Stock. 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. EVP, Chief Administrative Officer, GC and Corporate Secretary Exhibit 24.1 Power of Attorney /s/ Bryan J. Yeazel 2013-08-08 EX-24. 2 rrd348176_394226.htm POWER OF ATTORNEY rrd348176_394226.html 
                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

          KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Jeffrey G. Rea as the undersigned's true and
lawful attorney-in-fact, with full power and authority as hereinafter described
on behalf of and in the name, place and stead of the undersigned to:

          (1)     prepare, execute, acknowledge, deliver and file Forms 3, 4
and 5 (including any amendments thereto) with respect to the securities of Stock
Building Supply Holdings, Inc., a Delaware corporation (the "Company"), with the
U.S. Securities and Exchange Commission (the "Commission") and any national
securities exchanges or similar authority, as considered necessary or advisable
under Section 16(a) of the Securities Exchange Act of 1934 and the rules and
regulations promulgated thereunder, as amended from time to time (the "Exchange
Act");

          (2)     seek or obtain, as the undersigned's representative and on
the undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to the undersigned and approves and
ratifies any such release of information; and

          (3)     perform any and all other acts which in the discretion of
the attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.

The undersigned acknowledges that:

          (1)     this Power of Attorney authorizes, but does not require, the
attorney-in-fact to act in his discretion on information provided to the
attorney-in-fact without independent verification of such information;

          (2)     any documents prepared and/or executed by the
attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney
will be in such form and will contain such information and disclosure as the
attorney-in-fact, in his discretion, deems necessary or desirable;

          (3)     neither the Company nor the attorney-in-fact assumes (i) any
liability for the undersigned's responsibility to comply with the requirements
of the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and

          (4)     this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.

          The undersigned hereby gives and grants the foregoing attorney-in-fact
full power and authority to do and perform all and every act and thing
whatsoever requisite, necessary or appropriate to be done in and about the
foregoing matters as fully to all intents and purposes as the undersigned might
or could do if present, with full power of substitution and revocation, hereby
ratifying all that the attorney-in-fact, or the attorney-in-fact's substitute or
substitutes, of, for and on behalf of the undersigned, shall lawfully do or
cause to be done by virtue of this Power of Attorney.

          This Power of Attorney shall remain in full force and effect until the
earlier of (i) the date on which the undersigned is no longer required to file
Forms 3, 4 or 5 with respect to the undersigned's holdings of and transactions
in securities issued by the Company; (ii) as to the appointment of Jeffrey G.Rea,
upon his resignation or termination as employee of the Company; and (iii)
revocation of this Power of Attorney by the undersigned in a signed writing
delivered to the attorney-in-fact. This Power of Attorney may be filed with the
Commission as a conforming statement of the authority granted herein.

                                    * * * * *

          IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 8th day of August of 2013.

Signature: /s/ Bryan J. Yeazel
          ------------------------------

Print Name: Bryan J. Yeazel
          ------------------------------