Sec Form 4 Filing - GORES GROUP, LLC @ STOCK BUILDING SUPPLY HOLDINGS, INC. - 2014-03-18

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
GORES GROUP, LLC
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)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
10877 WILSHIRE BLVD., 18TH FL.
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2014
(Street)
LOS ANGELES, CA90024
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock, par value $0.01 per share 03/18/2014 S 5,787,089 ( 1 ) D $ 18.6713 ( 2 ) 9,488,812 ( 3 ) I See Footnotes ( 5 ) ( 6 )
Common Stock, par value $0.01 per share 03/18/2014 S 270,061 ( 1 ) D $ 18.6713 ( 2 ) 442,805 ( 4 ) I See Footnotes ( 5 ) ( 6 )
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 D ate Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GORES GROUP, LLC
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
GORES BUILDING HOLDINGS, LLC
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
GLENDON SATURN HOLDINGS, LLC
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
GORES CAPITAL PARTNERS II LP
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
GORES CAPITAL ADVISORS II, LLC
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
Gores Alec E
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
Stone Mark
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
Page Joseph P.
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
DIGGINS VANCE W.
10877 WILSHIRE BLVD., 18TH FL.
LOS ANGELES, CA90024
X X
Signatures
/s/ Bryan J. Yeazel by power of attorney for The Gores Group, LLC 03/20/2014
Signature of Reporting Person Date
/s/ Bryan J. Yeazel by power of attorney for Gores Building Holdings, LLC 03/20/2014
Signature of Reporting Person Date
/s/ Bryan J. Yeazel by power of attorney for Glendon Saturn Holdings, LLC 03/20/2014
Signature of Reporting Person Date
/s/ Bryan J. Yeazel by power of attorney for Gores Capital Partners II, L.P. 03/20/2014
Signature of Reporting Person Date
/s/ Bryan J. Yeazel by power of attorney for Gores Capital Advisors II, LLC 03/20/2014
Signature of Reporting Person Date
/s/ Bryan J. Yeazel by power of attorney for Alec E. Gores 03/20/2014
Signature of Reporting Person Date
/s/ Bryan J. Yeazel by power of attorney for Mark R. Stone 03/20/2014
Signature of Reporting Person Date
/s/ Bryan J. Yeazel by power of attorney for Joseph P. Page 03/20/2014
Signature of Reporting Person Date
/s/ Bryan J. Yeazel by power of attorney for Vance W. Diggins 03/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represent shares of Stock Building Supply Holdings, Inc.'s (the "Issuer") common stock sold in an underwritten secondary offering.
( 2 )Represents the offering price to the public in the secondary offering of $19.50 per share, net of underwriters' discount of $0.82875.
( 3 )These shares are held of record by Gores Building Holdings, LLC ("Gores Holdings").
( 4 )These shares are held of record by Glendon Saturn Holdings, LLC ("Glendon Saturn").
( 5 )The Gores Group, LLC ("Gores") is the manager of Gores Holdings and Glendon Saturn and Alec E. Gores is the manager of Gores. Gores Capital Partners II, L.P. ("Gores II") is the controlling member of Gores Holdings. Gores Capital Advisors II, LLC ("Gores Advisors") is the general partner of Gores II. Gores is the manager of Gores Advisors. Gores has a six member investment committee that has voting and dispositive authority over the common stock held of record by Gores Holdings and Glendon Saturn.
( 6 )(Continued from Footnote 5) The members of the investment committee include Alec E. Gores, Mark R. Stone, Joseph P. Page, Vance W. Diggins, Timothy Meyer and Steven C. Yager. Each of the foregoing persons may be deemed to share voting and dispositive power with respect to the shares held of record by Gores Holdings and Glendon Saturn. None of the members of the investment committee, acting alone, has voting or dispositive power over any shares. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of such person's pecuniary interest therein.

Remarks:
The Issuer is party to a Director Nomination Agreement with Gores Holdings. The number of nominees that Gores Holdings is entitled to designate under this agreement bears the same proportion to the total number of members of the Issuer's board of directors as the number of shares of common stock beneficially owned by Gores Holdings and its affiliates bears to the total number of shares of common stock outstanding, rounded up to the nearest whole number. As a result, Gores Holdings and the affiliated entities and individuals that share beneficial ownership of the reported securities may be deemed directors by deputization.

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).
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