Sec Form 4 Filing - GORES GROUP, LLC @ BMC STOCK HOLDINGS, INC. - 2017-03-16

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change in beneficial ownership.

"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
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The following is an SEC EDGAR document rendered as filed.
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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
BMC STOCK HOLDINGS, INC. [ BMCH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
9800 WILSHIRE BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2017
(Street)
BEVERLY HILLS, CA90212
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 03/16/2017 S 2,484,078 ( 1 ) D $ 21.06 ( 2 ) 4,616,197 ( 3 ) I See Footnotes ( 5 ) ( 6 )
Common Stock, par value $0.01 per share 03/16/2017 S 115,922 ( 1 ) D $ 21.06 ( 2 ) 215,420 ( 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 Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GORES GROUP, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
GORES BUILDING HOLDINGS, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
GLENDON SATURN HOLDINGS, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
GORES CAPITAL PARTNERS II LP
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
GORES CAPITAL ADVISORS II, LLC
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
Gores Alec E
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
Stone Mark
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
DIGGINS VANCE W.
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
GONI FERNANDO
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
YAGER STEVEN
9800 WILSHIRE BLVD.
BEVERLY HILLS, CA90212
X
Signatures
/s/ Eric Hattler by power of attorney for The Gores Group, LLC 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Gores Building Holdings, LLC 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Glendon Saturn Holdings, LLC 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Gores Capital Partners II, L.P. 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Gores Capital Advisors II, LLC 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Alec E. Gores 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Mark R. Stone 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Fernando Goni 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Vance W. Diggins 03/20/2017
** Signature of Reporting Person Date
/s/ Eric Hattler by power of attorney for Steven C. Yager 03/20/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares of BMC Stock Holdings, Inc.'s (the "Issuer") common stock sold in an underwritten secondary offering.
( 2 )Represents the offering price to the underwriters in the secondary offering of $21.06 per share.
( 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 five 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, Vance W. Diggins, Fernando Goni and Steven C. Yager. Each of the foregoing persons may be deemed to share voting and dispositive power with respect to the shares he1d 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.

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).

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