Sec Form 4 Filing - GRAYKEN JOHN P @ Continental Building Products, Inc. - 2015-05-15

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
GRAYKEN JOHN P
2. Issuer Name and Ticker or Trading Symbol
Continental Building Products, Inc. [ CBPX]
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)
2711 NORTH HASKELL AVENUE, SUITE 1700
3. Date of Earliest Transaction (MM/DD/YY)
05/15/2015
(Street)
DALLAS, TX75204
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 05/15/2015 S 4,600,000 D $ 21.9 12,889,250 I See footnote ( 1 )
Common Stock 05/15/2015 S 913,200 D $ 21.9 11,976,050 I See footnote ( 1 )
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
GRAYKEN JOHN P
2711 NORTH HASKELL AVENUE
SUITE 1700
DALLAS, TX75204
X
Lone Star Management Co. VIII, Ltd.
WASHINGTON MALL, STE. 304
7 REID STREET
HAMILTON, HM 11, D0Bermuda
X
Lone Star Partners VIII, L.P.
WASHINGTON MALL, STE. 304
7 REID STREET
HAMILTON, HM 11, D0Bermuda
X
LSF VIII International Finance, L.P.
WASHINGTON MALL, STE. 304
7 REID STREET
HAMILTON, HM 11, D0Bermuda
X
LSF8 Gypsum Holdings, L.P.
2711 NORTH HASKELL AVENUE
SUITE 1700
DALLAS, TX75204
X
Signatures
/s/ Michael D. Thomson, attorney-in-fact for John P. Grayken 05/15/2015
Signature of Reporting Person Date
/s/ Stewart L. Motley, Vice President of Lone Star Management Co. VIII, Ltd. 05/15/2015
Signature of Reporting Person Date
/s/ Stewart L. Motley, Vice President of Lone Star Management Co. VIII, Ltd., the general partner of Lone Star Partners VIII, L.P. 05/15/2015
Signature of Reporting Person Date
/s/ Stewart L. Motley, Vice President of Lone Star Management Co. VIII, Ltd., the general partner of Lone Star Partners VIII, L.P., the general partner of LSF VIII International Finance, L.P. 05/15/2015
Signature of Reporting Person Date
/s/ Kyle S. Volluz, Vice President of LSF8 GenPar, LLC, the general partner of LSF8 Gypsum Holdings, L.P. 05/15/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held directly by LSF8 Gypsum Holdings, L.P ("Gypsum"). John P. Grayken controls and is the sole owner of Lone Star Management Co. VIII, Ltd., which controls and is the general partner of Lone Star Partners VIII, L.P., which controls and is the general partner of LSF VIII International Finance, L.P., which controls Gypsum. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of such reporting 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).
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