0001181431-13-045086.txt : 20130815 0001181431-13-045086.hdr.sgml : 20130815 20130815171014 ACCESSION NUMBER: 0001181431-13-045086 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130814 FILED AS OF DATE: 20130815 DATE AS OF CHANGE: 20130815 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: STOCK BUILDING SUPPLY HOLDINGS, INC. CENTRAL INDEX KEY: 0001574815 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-LUMBER & OTHER BUILDING MATERIALS DEALERS [5211] IRS NUMBER: 264687975 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8020 ARCO CORPORATE DRIVE, SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27617 BUSINESS PHONE: 919-431-1000 MAIL ADDRESS: STREET 1: 8020 ARCO CORPORATE DRIVE, SUITE 400 CITY: RALEIGH STATE: NC ZIP: 27617 FORMER COMPANY: FORMER CONFORMED NAME: SATURN ACQUISITION HOLDINGS, LLC DATE OF NAME CHANGE: 20130419 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gores Alec E CENTRAL INDEX KEY: 0001322454 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043044 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD STREET 2: 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORES GROUP, LLC CENTRAL INDEX KEY: 0001428776 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043049 BUSINESS ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310-209-3010 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stone Mark CENTRAL INDEX KEY: 0001438067 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043043 MAIL ADDRESS: STREET 1: 10877 WILSHIRE BOULEVARD STREET 2: 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Page Joseph P. CENTRAL INDEX KEY: 0001478255 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043042 MAIL ADDRESS: STREET 1: C/O THE GORES GROUP, LLC STREET 2: 10877 WILSHIRE BLVD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORES CAPITAL ADVISORS II, LLC CENTRAL INDEX KEY: 0001580716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043045 BUSINESS ADDRESS: STREET 1: C/O THE GORES GROUP, LLC STREET 2: 10877 WILSHIRE BLVD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310.209.3010 MAIL ADDRESS: STREET 1: C/O THE GORES GROUP, LLC STREET 2: 10877 WILSHIRE BLVD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DIGGINS VANCE W. CENTRAL INDEX KEY: 0001583026 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043041 MAIL ADDRESS: STREET 1: C/O THE GORES GROUP, LLC STREET 2: 10877 WILSHIRE BLVD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORES BUILDING HOLDINGS, LLC CENTRAL INDEX KEY: 0001580715 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043048 BUSINESS ADDRESS: STREET 1: C/O THE GORES GROUP, LLC STREET 2: 10877 WILSHIRE BLVD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310.209.3010 MAIL ADDRESS: STREET 1: C/O THE GORES GROUP, LLC STREET 2: 10877 WILSHIRE BLVD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GORES CAPITAL PARTNERS II LP CENTRAL INDEX KEY: 0001407447 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043046 BUSINESS ADDRESS: STREET 1: 10877 Wilshire Blvd CITY: Los Angeles STATE: CA ZIP: 90024 BUSINESS PHONE: 310-209-3010 MAIL ADDRESS: STREET 1: 10877 Wilshire Blvd CITY: Los Angeles STATE: CA ZIP: 90024 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GLENDON SATURN HOLDINGS, LLC CENTRAL INDEX KEY: 0001580718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36050 FILM NUMBER: 131043047 BUSINESS ADDRESS: STREET 1: C/O THE GORES GROUP, LLC STREET 2: 10877 WILSHIRE BLVD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 BUSINESS PHONE: 310.209.3010 MAIL ADDRESS: STREET 1: C/O THE GORES GROUP, LLC STREET 2: 10877 WILSHIRE BLVD, 18TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90024 4 1 rrd388354.xml FORM 4 X0306 4 2013-08-14 0 0001574815 STOCK BUILDING SUPPLY HOLDINGS, INC. STCK 0001428776 GORES GROUP, LLC 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 0001580715 GORES BUILDING HOLDINGS, LLC 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 0001580718 GLENDON SATURN HOLDINGS, LLC 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 0001407447 GORES CAPITAL PARTNERS II LP 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 0001580716 GORES CAPITAL ADVISORS II, LLC 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 0001322454 Gores Alec E 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 0001438067 Stone Mark 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 0001478255 Page Joseph P. 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 0001583026 DIGGINS VANCE W. 10877 WILSHIRE BLVD., 18TH FL. LOS ANGELES CA 90024 1 0 1 0 Class A Voting Common Stock 2013-08-14 4 D 0 11590005 D 0 I See Footnotes Class B Non-Voting Common Stock 2013-08-14 4 D 0 759681 D 0 I See Footnotes Class A Junior Preferred Stock 2013-08-14 4 D 0 5100 D 0 I See Footnotes Class B Senior Preferred Stock 2013-08-14 4 D 0 36388 D 0 I See Footnotes Common Stock 2013-08-14 4 A 0 18781896 A 18781896 I See Footnotes Common Stock 2013-08-14 4 A 0 759681 A 759681 I See Footnotes Common Stock 2013-08-14 4 S 0 3505995 13.02 D 15275901 I See Footnotes Common Stock 2013-08-14 4 S 0 46815 13.02 D 712866 I See Footnotes Class C Convertible Preferred Stock 0 2013-08-14 4 D 0 5000 0 D Class A Voting Common Stock 4454889 0 I See Footnotes Pursuant to the Amended and Restated Certificate of Incorporation of Stock Building Supply Holdings, Inc. (the "Issuer") filed immediately prior to closing of the Issuer's initial public offering on August 14, 2013, each share of Class A Voting Common Stock and Class B Non-Voting Common Stock was reclassified as and converted into an equal number of shares of a single class of Common Stock, resulting in an exempt disposition to the Issuer pursuant to Rule 16b-3(e) and Rule 16b-7(a), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-3(d) and Rule 16b-7(a), in each case, as promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"). On July 29, 2013, the Class A Voting Common Stock and Class B Non-Voting Common Stock of the Issuer split 25.972-for-1, resulting in Gores Building Holdings, LLC ("Gores Holdings") owning 11,143,755 additional shares of Class A Voting Common Stock and Glendon Saturn Holdings, LLC ("Glendon Saturn") owning 730,431 additional shares of Class B Non-Voting Common Stock, respectively. Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer filed immediately prior to closing of the Issuer's initial public offering, the Issuer's Class A Junior Preferred Stock, Class B Senior Preferred Stock and Class C Convertible Preferred Stock was reclassified as and converted into a single class of Common Stock, resulting in beneficial ownership of the aggregate number of shares of Common Stock reflected in the table above with respect to the Reporting Persons, and in an exempt disposition to the Issuer pursuant to Rule 16b-3(e) and Rule 16b-7(a), and a corresponding exempt acquisition from the Issuer pursuant to Rule 16b-3(d) and Rule 16b-7(a), in each case, as promulgated under the Exchange Act. These shares are held of record by Gores Holdings. These shares are held of record by Glendon Saturn. The Gores Group, LLC ("Gores") is the manager of Gores Holdings and Glendon Saturn and Alec E. Gores is the manager of Gores. Gores Capital Partners II, L.P. ("Gores II") is the controlling member of Gores Holdings. Gores Capital Advisors II, LLC ("Gores Advisors") is the general partner of Gores II. Gores is the manager of Gores Advisors. Gores has a seven member investment committee that has voting and dispositive authority over the shares held of record by Gores Holdings and Glendon Saturn. (Continued in footnote 7) The members of the investment committee include Alec E. Gores, Mark R. Stone, Joseph P. Page, Vance W. Diggins, Timothy Meyer, Ryan Wald and Steven C. Yager. Each of the foregoing persons may be deemed to share voting and dispositive power with respect to the shares held of record by Gores Holdings and Glendon Saturn. None of the members of the investment committee, acting alone, has voting or dispositive power over any shares. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of such person's pecuniary interest therein. Represents the offering price per share to the public of the Common Stock, net of the underwriters' discount of $0.98. Prior to the reclassification, each share of Class C Convertible Preferred Stock was convertible without payment of further consideration into a number of shares of Class A Voting Common Stock equal to the amount determined by dividing $1,000 by 1.1223625. The Class C Convertible Preferred Stock had no expiration date. The Issuer is party to a Director Nomination Agreement with Gores Holdings. The number of nominees that Gores Holdings is entitled to designate under this agreement will bear the same proportion to the total number of members of the Issuer's board of directors as the number of shares of common stock beneficially owned by Gores Holdings and its affiliates bears to the total number of shares of common stock outstanding, rounded up to the nearest whole number. As a result, Gores Holdings and the affiliated entities and individuals that share beneficial ownership of the reported securities may be deemed directors by deputization. /s/ Bryan J. Yeazel by power of attorney for The Gores Group, LLC 2013-08-15 /s/ Bryan J. Yeazel by power of attorney for Gores Building Holdings, LLC 2013-08-15 /s/ Bryan J. Yeazel by power of attorney for Glendon Saturn Holdings, LLC 2013-08-15 /s/ Bryan J. Yeazel by power of attorney for Gores Capital Partners II, L.P. 2013-08-15 /s/ Bryan J. Yeazel by power of attorney for Gores Capital Advisors II, LLC 2013-08-15 /s/ Bryan J. Yeazel by power of attorney for Alec E. Gores 2013-08-15 /s/ Bryan J. Yeazel by power of attorney for Mark R. Stone 2013-08-15 /s/ Bryan J. Yeazel by power of attorney for Joseph P. Page 2013-08-15 /s/ Bryan J. Yeazel by power of attorney for Vance W. Diggins 2013-08-15