Sec Form 4 Filing - MAJOR JAMES F. JR. @ STOCK BUILDING SUPPLY HOLDINGS, INC. - 2013-08-14

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MAJOR JAMES F. JR.
2. Issuer Name and Ticker or Trading Symbol
STOCK BUILDING SUPPLY HOLDINGS, INC. [ STCK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP, CFO, Treasurer
(Last) (First) (Middle)
C/O STOCK BUILDING SUPPLY HOLDINGS, INC., 8020 ARCO CORPORATE DRIVE, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
08/14/2013
(Street)
RALEIGH, NC27617
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Class B Non-Voting Common Stock 08/14/2013 D( 1 )( 2 ) 311,664 D 0 ( 3 ) D
Common Stock 08/14/2013 A( 1 )( 2 ) 311,664 A 311,664 D
Common Stock 08/14/2013 S 19,260 D $ 13.02 ( 4 ) 292,404 D
Common Stock 08/14/2013 A 9,524 A $ 0 301,928 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Employee Stock Option (right to buy) ( 1 ) ( 2 ) $ 0.97 08/14/2013 D( 1 )( 2 ) 24,674 ( 5 ) 03/01/2022 Class B Non-Voting Common Stock 24,674 $ 0 0 D
Employee Stock Option (right to buy) ( 1 ) ( 2 ) $ 0.97 08/14/2013 A( 1 )( 2 ) 24,674 ( 5 ) 03/01/2022 Common Stock 24,674 $ 0 24,674 D
Employee Stock Option (right to buy) $ 14 08/14/2013 A 38,527 ( 6 ) 08/14/2023 Common Stock 38,527 $ 0 63,201 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MAJOR JAMES F. JR.
C/O STOCK BUILDING SUPPLY HOLDINGS, INC.
8020 ARCO CORPORATE DRIVE, SUITE 400
RALEIGH, NC27617
EVP, CFO, Treasurer
Signatures
/s/ Bryan J. Yeazel by power of attorney for James F. Major, Jr. 08/14/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Amended and Restated Certificate of Incorporation of Stock Building Supply Holdings, Inc. (the "Issuer") filed immediately prior to closing of the Issuer's initial public offering on August 14, 2013, each share of Class A Voting Common Stock and Class B Non-Voting Common Stock was reclassified as and converted into an equal number of shares of a single class of Common Stock, resulting in an exempt disposition to the Issuer pursuant to Rule 16b-3(e) and Rule 16b-7(a), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-3(d) and Rule 16b-7(a), in each case, as promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). (Continued in footnote 2)
( 2 )Options to purchase Class B Non-Voting Common Stock were converted into the right to purchase an equal number of shares of Common Stock, resulting in an exempt disposition to the Issuer pursuant to Rule 16b-3(e) and Rule 16b-7(a), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-3(d) and Rule 16b-7(a), in each case, as promulgated under the Exchange Act.
( 3 )On July 29, 2013, the Class B Non-Voting Common Stock of the Issuer split 25.972-for-1, resulting in the Reporting Person owning 299,664 additional shares of Class B Non-Voting Common Stock.
( 4 )Represents the offering price per share to the public of the Common Stock net of the underwriters' discount of $0.98.
( 5 )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.
( 6 )The options vest over a three-year period: as to one-third of the shares underlying the option award on the first anniversary of August 14, 2013, the vesting commencement date, one-third on the second anniversary, and the remaining one-third on the third anniversary, subject to the Reporting Person's continued employment with the Issuer.

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