Statement of Changes in Beneficial Ownership (4)
January 05 2021 - 3:42PM
Edgar (US Regulatory)
FORM 4
[X]
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 OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Flitman David E |
2. Issuer Name and Ticker or Trading Symbol
BMC STOCK HOLDINGS, INC.
[
BMCH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) See Remarks |
(Last)
(First)
(Middle)
C/O BMC STOCK HOLDINGS, INC., 4800 FALLS OF NEUSE RD, SUITE 400 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/1/2021 |
(Street)
RALEIGH, NC 27609
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 1/1/2021 | | A | | 114895 (1) | A | $0 | 293119 | D | |
Common Stock | 1/1/2021 | | F | | 57443 (2) | D | $53.68 | 235676 | D | |
Common Stock | 1/1/2021 | | D | | 235676 (3) | D | (3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 |
Explanation of Responses: |
(1) | Represents performance-vested restricted stock units earned in connection with the Agreement and Plan of Merger, dated as of August 26, 2020 (the "Merger Agreement"), by and among Builders FirstSource, Inc. ("BFS"), Boston Merger Sub I Inc. ("Merger Sub") and BMC Stock Holdings, Inc. ("BMC"), pursuant to which Merger Sub merged with and into BMC, with BMC surviving as a wholly owned subsidiary of BFS. At the effective time of such merger (the "Effective Time"), each outstanding BMC performance-vested restricted stock unit vested at target level of performance. |
(2) | Reflects shares withheld to pay tax withholding requirements on vesting of restricted stock units at the Effective Time. |
(3) | Represents a disposition pursuant to the Merger Agreement. At the Effective Time, each outstanding BMC restricted stock unit vested and settled into 1.3125 shares of BFS common stock in accordance with the Merger Agreement and each share of BMC common stock was converted into the right to receive 1.3125 shares of BFS common stock in accordance with the Merger Agreement. |
Remarks: President and Chief Executive Officer |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Flitman David E C/O BMC STOCK HOLDINGS, INC. 4800 FALLS OF NEUSE RD, SUITE 400 RALEIGH, NC 27609 | X |
| See Remarks |
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Signatures
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/s/ Timothy D. Johnson by Power of Attorney for David E. Flitman | | 1/5/2021 |
**Signature of Reporting Person | Date |
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