SEC FORM 4

SEC Form 4

FORM 4

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
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).

1. Name and Address of Reporting Person^*

Lewis Mitchell B

(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
X	Officer (give title below)	Other (specify below)
	PRESIDENT AND CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2021

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	05/26/2021		S⁽¹⁾		18,716	D	$50.991⁽²⁾	118,642	I	By grantor retained annuity trust
Common Stock	05/26/2021		S⁽¹⁾		5,309	D	$51.761⁽³⁾	113,333	I	By grantor retained annuity trust
Common Stock	05/26/2021		S⁽¹⁾		94	D	$52.45	113,239	I	By grantor retained annuity trust
Common Stock	05/27/2021		S⁽¹⁾		6,909	D	$52.138⁽⁴⁾	106,330	I	By grantor retained annuity trust
Common Stock	05/27/2021		S⁽¹⁾		5,593	D	$52.871⁽⁵⁾	100,737	I	By grantor retained annuity trust
Common Stock	05/27/2021		S⁽¹⁾		688	D	$53.639⁽⁶⁾	100,049	I	By grantor retained annuity trust
Common Stock	05/28/2021		S⁽¹⁾		7,638	D	$49.682⁽⁷⁾	92,411	I	By grantor retained annuity trust
Common Stock	05/28/2021		S⁽¹⁾		10,994	D	$50.599⁽⁸⁾	81,417	I	By grantor retained annuity trust
Common Stock	05/28/2021		S⁽¹⁾		681	D	$52.029⁽⁹⁾	80,736	I	By grantor retained annuity 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)	Code	V	(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	⁽¹⁰⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	30,715		30,715	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	10,240		10,240	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹³⁾	⁽¹³⁾	Common Stock	38,333		38,333	D
Restricted Stock Units	⁽¹⁰⁾							⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	100,000		100,000	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 6, 2021.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $50.45 to $51.44, inclusive. The reporting person undertakes to provide to BlueLinx Holdings Inc., any securityholder of BlueLinx Holdings Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 through 9 to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $51.45 to $52.28, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $51.50 to $52.48, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $52.50 to $53.48, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $53.57 to $53.76, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $49.21 to $50.19, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $50.24 to $51.21, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $51.44 to $52.20, inclusive.

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

11. These are performance-based restricted stock units that were granted on June 8, 2018. The performance criteria were satisfied on November 12, 2020, upon certification by the Compensation Committee of the Board of Directors. These performance-based restricted stock units will vest on June 8, 2021, and vested shares will be delivered to the reporting person not later than 30 days after the vesting date.

12. These are time-based restricted stock units that vest in three equal annual installments commencing on June 8, 2019. Vested shares will be delivered to the reporting person not later than 30 days after each vesting date.

13. These are time-based restricted stock units that vest in three equal annual installments commencing on June 7, 2020. Vested shares will be delivered to the reporting person not later than 30 days after each vesting date.

14. These are time-based restricted stock units that vest in three equal annual installments commencing on June 8, 2021. Vested shares will be delivered to the reporting person not later than 30 days after each vesting date.

Remarks:

	/s/Shyam K. Reddy, as attorney-in-fact for Mitchell B. Lewis	05/28/2021
	** 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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