EXPLANATORY NOTE
PREAMBLE
This Amendment No. 13 (the
Amendment) amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018, March 14, 2019, June 28, 2019, September 25,
2019, February 24, 2021, April 29, 2021, March 4, 2022, October 28, 2022, July 7, 2023, August 1, 2023, August 10, 2023 and December 11, 2023 (as amended, the Schedule 13D) by
(i) CD&R Boulder Holdings, L.P., a Cayman Islands exempted limited partnership (CD&R Holdings), and (ii) CD&R Investment Associates IX, Ltd. (CD&R Holdings GP) (together with CD&R
Holdings, collectively, the Reporting Persons). This Amendment constitutes an exit filing for all Reporting Persons.
ITEM 4.
PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented to include the following information.
On January 22, 2024, CD&R Holdings sold 5,218,134 Common Shares of Beacon Roofing Supply, Inc., a Delaware corporation (the
Issuer), to RBC Capital Markets, LLC (the Underwriter) at a price of $83.16 per Common Share, in a registered offering (the Offering) pursuant to an underwriting agreement, dated as of January
18, 2024 (the Underwriting Agreement), by and among the Issuer, CD&R Holdings and the Underwriter. Upon the closing of the Offering, CD&R Holdings no longer owns any Common Shares.
In connection with the Offering, CD&R Holdings entered into a lock-up letter agreement (the
Lock-Up Agreement) with the Underwriters under which it has agreed, subject to certain exceptions, that it will not, during the period of 30 days following the date of the prospectus
covering the Offering, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Issuers Common Shares, or any options or warrants to purchase Common Shares, or any
securities convertible into, exchangeable for or that represent the right to receive Common Shares.
The foregoing descriptions of the
Underwriting Agreement and Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Lock-Up
Agreement, which are filed as Exhibit 1 and Exhibit 2 hereto and are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE
ISSUER.
Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a)(i), (c) and (e) in their entirety and replacing them as
follows.
(a) (i) CD&R Holdings is the beneficial owner of 0 Common Shares, representing approximately 0% of the outstanding
Common Shares, based on 63,368,344 Common Shares outstanding as of January 18, 2024, as reported in the Issuers prospectus supplement filed pursuant to Rule 424(b)(1), filed January 19, 2024.
(b) Except as otherwise described in Item 4 of this Amendment, each of the Reporting Persons reports that neither it, nor to its knowledge,
any other person named in Schedule A of this Schedule 13D, has effected any transactions in Common Shares in the past 60 days.
(e) As of
January 22, 2024, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuers Common Shares.
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