Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BMC Stock Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
05591B109
(CUSIP Number)
Christopher Shackelton/Adam Gray
105 Rowayton Avenue
Rowayton, CT 06853
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 6, 2020
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box. ☐
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 05591B109 | 13D/A No. 2 | Page 2 of 9 |
| 1. | Names of reporting persons.
Coliseum Capital Management, LLC | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
5,723,483 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
5,723,483 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
5,723,483 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
8.5% | |||||
| 14. | Type of reporting person (see instructions)
IA | |||||
| CUSIP No. 05591B109 | 13D/A No. 2 | Page 3 of 9 |
| 1. | Names of reporting persons.
Coliseum Capital, LLC | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
4,368,962 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
4,368,962 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
4,368,962 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
6.5% | |||||
| 14. | Type of reporting person (see instructions)
OO | |||||
| CUSIP No. 05591B109 | 13D/A No. 2 | Page 4 of 9 |
| 1. | Names of reporting persons.
Coliseum Capital Partners, L.P. | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
WC | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
Delaware | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
4,368,962 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
4,368,962 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
4,368,962 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
6.5% | |||||
| 14. | Type of reporting person (see instructions)
PN | |||||
| CUSIP No. 05591B109 | 13D/A No. 2 | Page 5 of 9 |
| 1. | Names of reporting persons.
Adam Gray | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
5,723,483 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
5,723,483 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
5,723,483 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
8.5% | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 05591B109 | 13D/A No. 2 | Page 6 of 9 |
| 1. | Names of reporting persons.
Christopher Shackelton | |||||
| 2. | Check the appropriate box if a member of a group (see instructions) (a) ☐ (b) ☒
| |||||
| 3. | SEC use only
| |||||
| 4. | Source of funds (see instructions)
AF | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6. | Citizenship or place of organization
United States | |||||
| Number of shares beneficially owned by each reporting person with
|
7. | Sole voting power
0 | ||||
| 8. | Shared voting power
5,723,483 | |||||
| 9. | Sole dispositive power
0 | |||||
| 10. | Shared dispositive power
5,723,483 | |||||
| 11. |
Aggregate amount beneficially owned by each reporting person
5,723,483 | |||||
| 12. | Check if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ | |||||
| 13. | Percent of class represented by amount in Row (11)
8.5% | |||||
| 14. | Type of reporting person (see instructions)
IN | |||||
| CUSIP No. 05591B109 | 13D/A No. 2 | Page 7 of 9 |
Explanatory Note: This Amendment No. 2 (this “Amendment”) to the Schedule 13D (the “Initial 13D”) relating to BMC Stock Holdings, Inc. (the “Issuer”), filed by the Reporting Persons with the Securities and Exchange Commission on November 14, 2019, as amended and supplemented by Amendment No. 1 to the Initial 13D filed on March 25, 2020, amends and supplements certain of the items set forth therein.
As used in this Amendment, the term “Reporting Persons” collectively refers to:
| • | Coliseum Capital Management, LLC, a Delaware limited liability company (“CCM”); |
| • | Coliseum Capital, LLC, a Delaware limited liability company (“CC”); |
| • | Coliseum Capital Partners, L.P., a Delaware limited partnership (“CCP”); |
| • | Adam Gray (“Gray”); and |
| • | Christopher Shackelton (“Shackelton”). |
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
The source and amount of funds used in purchasing the Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the “Separate Account”) were as follows:
| Purchaser |
Source of Funds | Amount | ||||
| CCP |
Working Capital | $ | 13,777,129.27 | |||
| Separate Account |
Working Capital | $ | 2,314,137.27 | |||
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
(a) – (b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 of all the cover pages filed herewith are calculated based upon 66,984,183 shares of Common Stock outstanding as of May 4, 2020, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 5, 2020.
| (c) | The Reporting Persons effected the following transactions in the Common Stock on the dates indicated and such transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty (60) days preceding the date of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less. |
|
|
Purchase or Sale |
Date | Number of Shares |
Weighted Average Price Per Share |
Range of Prices | |||||||||||
| CCP |
Open Market Purchase |
4/1/2020 | 76,843 | $ | 16.7754 | $16.570 - $16.960 | ||||||||||
| Separate Account |
Open Market Purchase |
4/1/2020 | 23,157 | $ | 16.7754 | $16.570 - $16.960 | ||||||||||
| CCP |
Open Market Purchase |
4/2/2020 | 19,233 | $ | 16.4461 | $16.290 - $16.500 | ||||||||||
| Separate Account |
Open Market Purchase |
4/2/2020 | 5,767 | $ | 16.4461 | $16.290 - $16.500 | ||||||||||
| CCP |
Open Market Purchase |
4/15/2020 | 44,721 | $ | 17.0703 | $16.890 - $17.180 | ||||||||||
| Separate Account |
Open Market Purchase |
4/15/2020 | 13,497 | $ | 17.0703 | $16.890 - $17.180 | ||||||||||
| CCP |
Open Market Purchase |
4/16/2020 | 79,734 | $ | 16.2456 | $16.095 - $16.390 | ||||||||||
| Separate Account |
Open Market Purchase |
4/16/2020 | 23,845 | $ | 16.2456 | $16.095 - $16.390 | ||||||||||
| CUSIP No. 05591B109 | 13D/A No. 2 | Page 8 of 9 |
| CCP |
Open Market Purchase |
4/20/2020 | 38,395 | $ | 17.2519 | $16.980 - $17.440 | ||||||||||
| Separate Account |
Open Market Purchase |
4/20/2020 | 11,605 | $ | 17.2519 | $16.980 - $17.440 | ||||||||||
| CCP |
Open Market Purchase |
4/21/2020 | 60,451 | $ | 16.8542 | $16.700 - $16.960 | ||||||||||
| Separate Account |
Open Market Purchase |
4/21/2020 | 18,254 | $ | 16.8542 | $16.700 - $16.960 | ||||||||||
| CCP |
Open Market Purchase |
4/22/2020 | 41,089 | $ | 16.8287 | $16.740 - $16.900 | ||||||||||
| Separate Account |
Open Market Purchase |
4/22/2020 | 3,911 | $ | 16.8287 | $16.740 - $16.900 | ||||||||||
| CCP |
Open Market Purchase |
4/28/2020 | 23,027 | $ | 20.0640 | $19.665 - $20.370 | ||||||||||
| Separate Account |
Open Market Purchase |
4/28/2020 | 6,973 | $ | 20.0640 | $19.665 - $20.370 | ||||||||||
| CCP |
Open Market Purchase |
4/29/2020 | 38,296 | $ | 22.1928 | $21.790 - $22.710 | ||||||||||
| Separate Account |
Open Market Purchase |
4/29/2020 | 11,704 | $ | 22.1928 | $21.790 - $22.710 | ||||||||||
| CCP |
Open Market Purchase |
4/30/2020 | 34,430 | $ | 21.3308 | $21.235 - $21.500 | ||||||||||
| Separate Account |
Open Market Purchase |
4/30/2020 | 10,570 | $ | 21.3308 | $21.235 - $21.500 | ||||||||||
| CCP |
Open Market Purchase |
5/1/2020 | 2,346 | $ | 20.0733 | $19.965 - $20.150 | ||||||||||
| Separate Account |
Open Market Purchase |
5/1/2020 | 710 | $ | 20.0733 | $19.965 - $20.150 | ||||||||||
| CCP |
Open Market Purchase |
5/5/2020 | 75,000 | $ | 21.7871 | $21.450 - $21.950 | ||||||||||
| CCP |
Open Market Purchase |
5/6/2020 | 190,000 | $ | 21.1203 | $20.080 - $21.400 |
| (d) | Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock reported herein. |
The information in Item 6 hereof is incorporated by reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
CCM is an investment adviser whose clients, including CCP and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and Shackelton are the managers of CC and CCM.
| CUSIP No. 05591B109 | 13D/A No. 2 | Page 9 of 9 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: May 8, 2020
| COLISEUM CAPITAL MANAGEMENT, LLC | CHRISTOPHER SHACKELTON | |||||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
| COLISEUM CAPITAL, LLC | ADAM GRAY | |||||||
| By: | /s/ Chivonne Cassar | By: | /s/ Chivonne Cassar | |||||
| Chivonne Cassar, Attorney-in-fact | Chivonne Cassar, Attorney-in-fact | |||||||
| COLISEUM CAPITAL PARTNERS, L.P. | ||||||||
| By: | Coliseum Capital, LLC, General Partner | |||||||
| By: | /s/ Chivonne Cassar | |||||||
| Chivonne Cassar, Attorney-in-fact | ||||||||