Sec Form 4 Filing - WALD RYAN @ STOCK BUILDING SUPPLY HOLDINGS, INC. - 2013-08-14

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 WALD RYAN 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) 08/14/2013 (Street) LOS ANGELES, CA90024 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 A Voting Common Stock 08/14/2013 D( 1 ) 11,590,005 D 0 ( 2 ) I See Footnotes ( 4 ) ( 6 ) ( 7 ) Class B Non-Voting Common Stock 08/14/2013 D( 1 ) 759,681 D 0 ( 2 ) I See Footnotes ( 5 ) ( 6 ) ( 7 ) Class A Junior Preferred Stock 08/14/2013 D( 3 ) 5,100 D 0 I See Footnotes ( 4 ) ( 6 ) ( 7 ) Class B Senior Preferred Stock 08/14/2013 D( 3 ) 36,388 D 0 I See Footnotes ( 4 ) ( 6 ) ( 7 ) Common Stock 08/14/2013 A( 1 )( 3 ) 18,781,896 A 18,781,896 I See Footnotes ( 4 ) ( 6 ) ( 7 ) Common Stock 08/14/2013 A( 3 ) 759,681 A 759,681 I See Footnotes ( 5 ) ( 6 ) ( 7 ) Common Stock 08/14/2013 S 3,505,995 D $ 13.02 ( 8 ) 15,275,901 I See Footnotes ( 4 ) ( 6 ) ( 7 ) Common Stock 08/14/2013 S 46,815 D $ 13.02 ( 8 ) 712,866 I See Footnotes ( 5 ) ( 6 ) ( 7 )

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 Class C Convertible Preferred Stock $ 0 ( 3 ) ( 9 ) 08/14/2013 D( 3 ) 5,000 ( 9 ) ( 9 ) Class A Voting Common Stock 4,454,889 $ 0 ( 3 ) ( 9 ) 0 I See Footnotes ( 4 ) ( 6 ) ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WALD RYAN 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES, CA90024 X X Signatures /s/ Bryan J. Yeazel by power of attorney for Ryan Wald 08/15/2013 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"). ( 2 )On July 29, 2013, the Class A Voting Common Stock and Class B Non-Voting Common Stock of the Issuer split 25.972-for-1, resulting in Gores Building Holdings, LLC ("Gores Holdings") owning 11,143,755 additional shares of Class A Voting Common Stock and Glendon Saturn Holdings, LLC ("Glendon Saturn") owning 730,431 additional shares of Class B Non-Voting Common Stock, respectively. ( 3 )Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed immediately prior to closing of the Issuer's initial public offering, the Issuer's Class A Junior Preferred Stock, Class B Senior Preferred Stock and Class C Convertible Preferred Stock was reclassified as and converted into a single class of Common Stock, resulting in beneficial ownership of the aggregate number of shares of Common Stock reflected in the table above with respect to the Reporting Person, and 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. ( 4 )These shares are held of record by Gores Holdings. ( 5 )These shares are held of record by Glendon Saturn. ( 6 )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 seven member investment committee that has voting and dispositive authority over the shares held of record by Gores Holdings and Glendon Saturn. (Continued in footnote 7) ( 7 )The members of the investment committee include Alec E. Gores, Mark R. Stone, Joseph P. Page, Vance W. Diggins, Timothy Meyer, Ryan Wald 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.The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein. ( 8 )Represents the offering price per share to the public of the Common Stock, net of the underwriters' discount of $0.98. ( 9 )Prior to the reclassification, each share of Class C Convertible Preferred Stock was convertible without payment of further consideration into a number of shares of Class A Voting Common Stock equal to the amount determined by dividing $1,000 by 1.1223625. The Class C Convertible Preferred Stock had no expiration date.

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