SEC Form 4 · accession 0001574815-15-000081
BMC STOCK HOLDINGS, INC. · BMCH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William Noah Gay
Officer — SVP & Chief Accounting Officer
Period of report
Dec 1, 2015
Accepted (ET)
Dec 3, 2015 · 8:40 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001574815
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 1, 2015 | A | 1,755 | — | A | 1,755 | D | |
| Common StockF2,F3 | Dec 1, 2015 | A | 13,077 | — | A | 14,832 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 2, 2015, between Building Materials Holding Corporation ("BMC") and Stock Building Supply Holdings, Inc. ("SBS"), BMC merged with and into SBS (the "Merger"), with SBS surviving the Merger. Following the Merger, SBS amended its name to BMC Stock Holdings, Inc. Pursuant to the terms of the Merger Agreement, each share of BMC common stock was converted into the right to receive 0.5231 fully paid and nonassessable shares of SBS common stock and cash in lieu of fractional shares of SBS common stock.
- F2Represents SBS restricted stock units issued pursuant to the Merger Agreement upon conversion of BMC restricted stock units owned by the reporting person immediately prior to the merger. The SBS restricted stock units vest 2,615 on October 1, 2016 and 10,462 on October 1, 2017.
- F3Pursuant to the Merger Agreement, each then-outstanding BMC restricted stock unit was converted into an SBS restricted stock unit award with respect to 0.5231 shares of SBS common stock.