Loading...
Docoh

James F. JR. Major

Filed: 5 Jan 21, 4:41pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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: 3235-0287
Estimated average burden
hours per response: 0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
MAJOR JAMES F. JR.

(Last) (First) (Middle)
C/O BMC STOCK HOLDINGS, INC.
4800 FALLS OF NEUSE RD, SUITE 400

(Street)
RALEIGH NC 27609

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BMC STOCK HOLDINGS, INC. [ BMCH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2021
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 01/01/2021 A 18,940(1) A $0 123,401 D
Common Stock 01/01/2021 F 9,547(2) D $53.68 113,854 D
Common Stock 01/01/2021 D 113,854(3) D (3) 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents performance-vested restricted stock units earned in connection with the Agreement and Plan of Merger, dated as of August 26, 2020 (the "Merger Agreement"), by and among Builders FirstSource, Inc. ("BFS"), Boston Merger Sub I Inc. ("Merger Sub") and BMC Stock Holdings, Inc. ("BMC"), pursuant to which Merger Sub merged with and into BMC, with BMC surviving as a wholly owned subsidiary of BFS. At the effective time of such merger (the "Effective Time"), each outstanding BMC performance-vested restricted stock unit vested at target level of performance.
2. Reflects shares withheld to pay tax withholding requirements on vesting of restricted stock units at the Effective Time.
3. Represents a disposition pursuant to the Merger Agreement. At the Effective Time, each outstanding BMC restricted stock unit vested and settled into 1.3125 shares of BFS common stock in accordance with the Merger Agreement and each share of BMC common stock was converted into the right to receive 1.3125 shares of BFS common stock in accordance with the Merger Agreement.
Remarks:
Executive Vice President, Chief Financial Officer and Treasurer
/s/ Timothy D. Johnson by power of attorney for James F. Major, Jr. 01/05/2021
** 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 4 (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.