Sec Form 4 Filing - Guzman Sam @ QXO BUILDING PRODUCTS, INC. - 2025-04-29

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
Guzman Sam
2. Issuer Name and Ticker or Trading Symbol
QXO BUILDING PRODUCTS, INC. [ BECN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP & CAO
(Last) (First) (Middle)
505 HUNTMAR PARK DR, SUITE 300
3. Date of Earliest Transaction (MM/DD/YY)
04/29/2025
(Street)
HERNDON, VA20170
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
Common Stock, $0.01 par value 04/29/2025 D( 1 ) 6,882 ( 2 ) D $ 124.35 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 (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
Restricted Stock Units (RSUs) ( 3 ) 04/29/2025 D( 4 ) 538 03/01/2026 03/01/2026 Common Stock, $0.01 par value 538 ( 4 ) ( 5 ) 0 D
Restricted Stock Units (RSUs) ( 3 ) 04/29/2025 D( 4 ) 515 03/06/2027 03/06/2027 Common Stock, $0.01 par value 515 ( 4 ) ( 5 ) 0 D
Restricted Stock Units (RSUs) ( 3 ) 04/29/2025 D( 4 ) 1,158 03/12/2027 03/12/2027 Common Stock, $0.01 par value 1,158 ( 4 ) ( 5 ) 0 D
Restricted Stock Units (RSUs) ( 3 ) 04/29/2025 D( 6 ) 876 ( 6 ) ( 6 ) Common Stock, $0.01 par value 876 ( 5 ) ( 6 ) 0 D
Restricted Stock Units (RSUs) ( 3 ) 04/29/2025 D( 4 ) 928 03/31/2026 03/31/2026 Common Stock, $0.01 par value 928 ( 4 ) ( 5 ) 0 D
Performance Stock Units (PSUs) ( 3 ) 04/29/2025 A( 7 ) 615 03/01/2026 03/01/2026 Common Stock, $0.01 par value 615 $ 0 615 D
Performance Stock Units (PSUs) ( 3 ) 04/29/2025 D( 8 ) 615 03/01/2026 03/01/2026 Common Stock, $0.01 par value 615 ( 5 ) ( 8 ) 0 D
Performance Stock Units (PSUs) ( 3 ) 04/29/2025 A( 7 ) 589 03/06/2027 03/06/2027 Common Stock, $0.01 par value 589 $ 0 589 D
Performance Stock Units (PSUs) ( 3 ) 04/29/2025 D( 8 ) 589 03/06/2027 03/06/2027 Common Stock, $0.01 par value 589 ( 5 ) ( 8 ) 0 D
Performance Stock Units (PSUs) ( 3 ) 04/29/2025 A( 7 ) 584 03/17/2028 03/17/2028 Common Stock, $0.01 par value 584 $ 0 584 D
Performance Stock Units (PSUs) ( 3 ) 04/29/2025 D( 8 ) 584 03/17/2028 03/17/2028 Common Stock, $0.01 par value 584 ( 5 ) ( 8 ) 0 D
Stock Options (Right to buy) $ 35.78 04/29/2025 D( 9 ) 2,602 11/12/2021 11/12/2030 Common Stock, $0.01 par value 2,602 ( 5 ) ( 9 ) 0 D
Stock Options (Right to buy) $ 58.98 04/29/2025 D( 9 ) 1,510 03/10/2023 03/10/2032 Common Stock, $0.01 par value 1,510 ( 5 ) ( 9 ) 0 D
Stock Options (Right to buy) $ 65 04/29/2025 D( 9 ) 785 03/01/2024 03/01/2033 Common Stock, $0.01 par value 785 ( 5 ) ( 9 ) 0 D
Stock Options (Right to buy) $ 84.9 04/29/2025 D( 9 ) 777 03/06/2025 03/06/2034 Common Stock, $0.01 par value 777 ( 5 ) ( 9 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Guzman Sam
505 HUNTMAR PARK DR
SUITE 300
HERNDON, VA20170
VP & CAO
Signatures
/s/ Samuel M. Guzman, Jr. 04/29/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an Agreement and Plan of Merger dated as of March 20, 2025 (the "Merger Agreement") by and among Beacon Roofing Supply, Inc (the "Company"), QXO, Inc. ("QXO") and Queen MergerCo, Inc., a wholly owned subsidiary of QXO (the "Merger Sub"), the Merger Sub merged with and into the Company. Pursuant to the terms of the Merger Agreement, each share of Common Stock of the Company held by the Reporting Person was converted into the right to receive $124.35 in cash.
( 2 )Amount includes 83 shares acquired under Beacon's 2023 Employee Stock Purchase Plan, which meets the requirements of Section 423 of the Internal Revenue Code, subsequent to the Reporting Person's last Table I disclosure.
( 3 )Each RSU and each PSU represented a contingent right to receive one (1) share of Common Stock of the Company (in the case of PSUs, subject to adjustment on satisfaction of performance criteria).
( 4 )Pursuant to the terms of the Merger Agreement, the RSUs held by the Reporting Person were converted into a number of RSUs of QXO equal to the number of original RSUs multiplied by Equity Award Conversion Amount. The RSUs were scheduled to vest on the date referenced in column 6.
( 5 )The Equity Award Conversion Amount as calculated pursuant to the Merger Agreement is 9.838.
( 6 )Pursuant to the terms of the Merger Agreement, the RSUs held by the Reporting Person were converted into a number of RSUs of QXO equal to the number of original RSUs multiplied by Equity Award Conversion Amount. The RSUs were scheduled to vest in three (3) equal annual installments, beginning on March 17, 2026, and followed by the two subsequent anniversaries of this date.
( 7 )The PSUs were eligible to vest on the date referenced in column 6 (the three-year anniversary of the date of grant) on satisfaction of performance criteria. In accordance with SEC interpretations, the grant of these PSUs was not previously reported on Form 4. This row represents the treatment of these awards pursuant to the Merger Agreement as satisfied at target.
( 8 )Pursuant to the terms of the Merger Agreement, the PSUs held by the Reporting Person were converted into a number of RSUs of QXO, subject only to service-based conditions, equal to the number of original PSUs multiplied by Equity Award Conversion Amount (assuming the satisfaction of performance criteria at target). The PSUs were eligible to vest on the date referenced in column 6 (the three-year anniversary of the date of grant).
( 9 )Pursuant to the terms of the Merger Agreement, the stock options held by the Reporting Person were converted into a number of stock options of QXO equal to the number of original stock options multiplied by Equity Award Conversion Amount, with an exercise price equal to the exercise price of the original stock option divided by Equity Award Conversion Amount. The stock options were scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the grant date, which first anniversary is set forth in the "Date Exercisable" sub-column under column 6.

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