SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

DINAPOLI DOMINIC

(Last)

(First)

(Middle)

1950 SPECTRUM CIRCLE

(Street)

MARIETTA

30067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BlueLinx Holdings Inc. [ BXC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
01/02/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/26/2020		G	5,000⁽¹⁾	D	$0	0	D
Common Stock	10/26/2020		G	5,000⁽¹⁾	A	$0	5,000	I	By DiNapoli Family Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	10/26/2020		G		12,000⁽³⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	12,000	$0	0	D
Restricted Stock Units	⁽²⁾	10/26/2020		G	12,000⁽³⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	12,000	$0	12,000	I	By DiNapoli Family Trust
Restricted Stock Units	⁽²⁾	10/26/2020		G		5,335⁽³⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	5,335	$0	0	D
Restricted Stock Units	⁽²⁾	10/26/2020		G	5,335⁽³⁾		⁽⁵⁾	⁽⁵⁾	Common Stock	5,335	$0	5,335	I	By DiNapoli Family Trust
Restricted Stock Units	⁽²⁾	10/26/2020		G		8,498⁽³⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	8,498	$0	0	D
Restricted Stock Units	⁽²⁾	10/26/2020		G	8,498⁽³⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	8,498	$0	8,498	I	By DiNapoli Family Trust
Restricted Stock Units	⁽²⁾	10/26/2020		G		12,517⁽³⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	12,517	$0	0	D
Restricted Stock Units	⁽²⁾	10/26/2020		G	12,517⁽³⁾		⁽⁷⁾	⁽⁷⁾	Common Stock	12,517	$0	12,517	I	By DiNapoli Family Trust
Restricted Stock Units	⁽²⁾	10/26/2020		G		13,235⁽³⁾	⁽⁸⁾	⁽⁸⁾	Common Stock	13,235	$0	0	D
Restricted Stock Units	⁽²⁾	10/26/2020		G	13,235⁽³⁾		⁽⁸⁾	⁽⁸⁾	Common Stock	13,235	$0	13,235	I	By DiNapoli Family Trust

Explanation of Responses:

1. On October 26, 2020, the reporting person transferred 5,000 shares of BXC common stock to a family trust of which the reporting person's spouse is trustee.

2. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock.

3. On October 26, 2020, the reporting person transferred all outstanding restricted stock units held by the reporting person to a family trust of which the reporting person's spouse is the trustee.

4. The restricted stock units vest on May 21, 2021. Vested shares will be delivered to the reporting person within 30 days after the earlier of May 21, 2030 or termination of reporting person's service on the Board of Directors.

5. The restricted stock units vested on May 17, 2020. Vested shares will be delivered to the reporting person within 30 days after the earlier of May 17, 2029 or termination of reporting person's service on the Board of Directors.

6. The restricted stock units vested on January 11, 2019. Vested shares will be delivered to the reporting person within 30 days after the earlier of January 11, 2028 or termination of reporting person's service on the Board of Directors.

7. The restricted stock units vested on January 11, 2018. Vested shares will be delivered to the reporting person within 30 days after the earlier of January 11, 2027 or termination of reporting person's service on the Board of Directors.

8. The restricted stock units vested on May 20, 2017. Vested shares will be delivered to the reporting person within 30 days after the earlier of May 20, 2026 or termination of reporting person's service on the Board of Directors.

Remarks:

	/s/ Shyam K. Reddy, as attorney-in-fact for Dominic DiNapoli	02/11/2021
	** Signature of Reporting Person	Date
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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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