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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Carrubba Carmelo

(Last)

(First)

(Middle)

505 HUNTMAR PARK DRIVE

SUITE 300

(Street)

HERNDON

20170

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/08/2024

3. Issuer Name and Ticker or Trading Symbol
BEACON ROOFING SUPPLY INC [ BECN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Interim CFO

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, $0.01 par value	1,331	D

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)
Stock Options (Right to buy)	05/12/2023⁽¹⁾	05/12/2032	Common Stock, $0.01 par value	1,797	$60.05	D
Stock Options (Right to buy)	03/01/2024⁽¹⁾	03/01/2033	Common Stock, $0.01 par value	981	$65	D
Restricted Stock Units (RSUs)	03/12/2025⁽³⁾	⁽³⁾	Common Stock, $0.01 par value	520	⁽²⁾	D
Restricted Stock Units (RSUs)	03/01/2026⁽³⁾	⁽³⁾	Common Stock, $0.01 par value	673	⁽²⁾	D
Restricted Stock Units (RSUs)	⁽⁴⁾	03/31/2026	Common Stock, $0.01 par value	1,558	⁽²⁾	D

Explanation of Responses:

1. The stock options are scheduled to vest in three (3) equal annual installments, beginning on this date (the first anniversary of the grant date), and followed by the two subsequent anniversaries of this date.

2. Each restricted stock unit represents a contingent right to receive one (1) share of BECN common stock.

3. The restricted stock units are scheduled to vest on this date, the third anniversary of the grant date.

4. These restricted stock units include 1,336 restricted stock units, divided into three equal portions, with one portion relating to a performance period of 5/12/2022 to 3/31/2025 and two portions relating to performance periods of 5/12/2022 to 3/31/2026. Each performance period has a performance goal of a stock price target ($82.50, $95.00 and $107.50, respectively). If any performance period's stock price target is not met, and a subsequent performance period stock price target is met, then any prior performance period's stock price targets shall be then deemed met. In the event a performance period stock price target is met, half the shares subject to such performance period shall vest immediately and the remaining half of the shares subject to that performance period shall vest on 3/31/2026. These restricted stock units also include 222 restricted stock units for which a price target was previously met, which shall vest on 3/31/2026.

Remarks:

	/s/ Carmelo Carrubba	01/17/2024
	** 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.