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