SEC Form 4 · accession 0000899243-15-003063

Summit Materials, Inc. · SUM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1Pursuant to the terms of an exchange agreement, dated as of March 11, 2015, limited partnership units of Summit Materials Holdings L.P. ("LP Units") held by the Reporting Persons are exchangeable for shares of the issuer's Class A common stock on a one-for-one basis.
• F10Blackstone Holdings II L.P. is the sole member of BCP V-NQ GP L.L.C. and the controlling shareholder of Blackstone LR Associates (Cayman) V-NQ Ltd. The general partner of Blackstone Holdings II L.P. is Blackstone Holdings I/II GP Inc. The sole shareholder of Blackstone Holdings I/II GP Inc. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.
• F11Due to the limitations of the electronic filing system Blackstone Capital Partners (Delaware) V-NQ L.P., Blackstone Capital Partners (Delaware) NQ V-AC L.P., Summit BCP Intermediate Holdings L.P., Summit BCP Intermediate Holdings GP, Ltd., Blackstone Family Investment Partnership (Delaware) V-NQ L.P., Blackstone Participation Partnership (Delaware) V-NQ L.P., Blackstone Management Associates (Cayman) V-NQ L.P., BCP V-NQ GP L.L.C. and Blackstone LR Associates (Cayman) V-NQ Ltd. are filing a separate Form 4.
• F12Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.
• F13Each of the Reporting Persons (other than the Blackstone Funds to the extent they directly hold securities reported herein), disclaims beneficial ownership of the securities held by the Blackstone Funds, except to the extent of such Reporting Person's pecuniary interest therein, if any, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than the Blackstone Funds to the extent they directly hold securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.
• F2The Reporting Persons sold to the issuer the number of LP Units set forth above at a price per LP Unit of $24.784375, which represents the $25.75 price at which the issuer's Class A common stock was sold in a secondary offering, less the underwriters' discount of $0.965625 per share.
• F3Total holdings include LP Units previously reported as being indirectly beneficially owned by the Reporting Persons through Summit Materials Holdings GP, Ltd. ("Summit GP"). The Reporting Persons acquired direct ownership of such LP Units in connection with a dividend of LP Units by Summit GP, of which the Blackstone Funds (as defined below) are shareholders. The acquisitions were exempt under Rules 16a-9 and 16a-13.
• F4Reflects securities of the issuer held directly by Blackstone Capital Partners (Delaware) V-NQ L.P. (f/k/a Blackstone Capital Partners (Cayman) V-NQ L.P.).
• F5Reflects securities of the issuer held directly by Blackstone Capital Partners (Delaware) NQ V-AC L.P. (f/k/a Blackstone Capital Partners (Cayman) NQ V-AC L.P.).
• F6Reflects securities of the issuer held directly by Summit BCP Intermediate Holdings L.P. The general partner of Summit BCP Intermediate Holdings L.P. is Summit BCP Intermediate Holdings GP, Ltd. Summit BCP Intermediate Holdings GP, Ltd. is owned by Blackstone Capital Partners (Delaware) V-NQ L.P., Blackstone Capital Partners (Delaware) NQ V-AC L.P., Blackstone Family Investment Partnership (Delaware) V-NQ L.P. and Blackstone Participation Partnership (Delaware) V-NQ L.P.
• F7Reflects securities of the issuer held directly by Blackstone Family Investment Partnership (Delaware) V-NQ L.P. (f/k/a Blackstone Family Investment Partnership (Cayman) V-NQ L.P.).
• F8Reflects securities of the issuer held directly by Blackstone Participation Partnership (Delaware) V-NQ L.P. (f/k/a Blackstone Participation Partnership (Cayman) V-NQ L.P., and collectively with Blackstone Capital Partners (Delaware) V-NQ L.P., Blackstone Capital Partners (Delaware) NQ V-AC L.P., Summit BCP Intermediate Holdings L.P. and Blackstone Family Investment Partnership (Delaware) V-NQ L.P., the "Blackstone Funds").
• F9The general partner of each of Blackstone Capital Partners (Delaware) V-NQ L.P. and Blackstone Capital Partners (Delaware) NQ V-AC L.P. is Blackstone Management Associates (Cayman) V-NQ L.P. The general partners of each of Blackstone Management Associates (Cayman) V-NQ L.P., Blackstone Family Investment Partnership (Delaware) V-NQ L.P. and Blackstone Participation Partnership (Delaware) V-NQ L.P. are Blackstone LR Associates (Cayman) V-NQ Ltd. and BCP V-NQ GP L.L.C.