0001209191-18-011275.txt : 20180220 0001209191-18-011275.hdr.sgml : 20180220 20180220161150 ACCESSION NUMBER: 0001209191-18-011275 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180102 FILED AS OF DATE: 20180220 DATE AS OF CHANGE: 20180220 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CD&R Investment Associates IX, Ltd. CENTRAL INDEX KEY: 0001624514 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50924 FILM NUMBER: 18624699 BUSINESS ADDRESS: STREET 1: MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY101194 BUSINESS PHONE: 345-949-8066 MAIL ADDRESS: STREET 1: MAPLES CORPORATE SERVICES LIMITED STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY101194 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CD&R Boulder Holdings, L.P. CENTRAL INDEX KEY: 0001726960 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-50924 FILM NUMBER: 18624698 BUSINESS ADDRESS: STREET 1: UGLAND HOUSE STREET 2: SOUTH CHURCH STREET CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-407-5200 MAIL ADDRESS: STREET 1: C/O CLAYTON, DUBILIER & RICE, LLC STREET 2: 375 PARK AVENUE, 18TH FLR CITY: NEW YORK STATE: NY ZIP: 10152 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BEACON ROOFING SUPPLY INC CENTRAL INDEX KEY: 0001124941 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-LUMBER & OTHER CONSTRUCTION MATERIALS [5030] IRS NUMBER: 364173371 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 505 HUNTMAR PARK DRIVE STREET 2: SUITE 300 CITY: HERNDON STATE: VA ZIP: 20170 BUSINESS PHONE: 571-323-3939 MAIL ADDRESS: STREET 1: 505 HUNTMAR PARK DRIVE STREET 2: SUITE 300 CITY: HERNDON STATE: VA ZIP: 20170 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2018-01-02 0 0001124941 BEACON ROOFING SUPPLY INC BECN 0001624514 CD&R Investment Associates IX, Ltd. C/O M+C CORPORATE SERVICES LIMITED P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 0001726960 CD&R Boulder Holdings, L.P. C/O M+C CORPORATE SERVICES LIMITED P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST GEORGE TOWN E9 KY1-1104 CAYMAN ISLANDS 0 0 1 0 Series A Preferred Stock 41.26 Common Stock 9694619 I By affiliate The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") of Beacon Roofing Supply, Inc. (the "Issuer") is convertible at any time at the option of the holder and has no expiration date. The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Issuer's common stock (the "common stock") if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 75 out of 90 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 6.0% per annum, payable in cash or in additional shares of Series A Preferred Stock, provided that, in the case of certain specified triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 9.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis. CD&R Boulder Holdings, L.P. ("CD&R Stockholder") directly owns 400,000 shares of Series A Preferred Stock, which are convertible into shares of the Issuer common stock at a price per share of $41.26, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event. CD&R Associates IX, Ltd., as the general partner of CD&R Stockholder may be deemed to beneficially own the shares of Series A Preferred Stock held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Series A Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein. CD&R Investment Associates IX, Ltd., By: Theresa A. Gore, VP, Treas. and Asst. Sec. 2018-02-20 CD&R Boulder Holdings, L.P., By: CD&R Investment Associates IX, Ltd, general partner; By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec. 2018-02-20