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^*

Nelson Christopher Carl

(Last)

(First)

(Middle)

505 HUNTMAR PARK DR

SUITE 300

(Street)

HERNDON

20170

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEACON ROOFING SUPPLY INC [ BECN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/30/2024

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, $0.01 par value	01/30/2024		M		1,165	A	$0.00	1,341⁽¹⁾	D
Common Stock, $0.01 par value	01/30/2024		F		413	D	$82.5	928	D
Common Stock, $0.01 par value	02/01/2024		G⁽²⁾		752	D	$0.00	176	D
Common Stock, $0.01 par value	02/01/2024		G⁽²⁾		752	A	$0.00	15,240	I	By Nelson Revocable 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 (RSUs)	⁽³⁾	01/30/2024		M			1,165	⁽⁴⁾	03/31/2026	Common Stock, $0.01 par value	1,165	$0.00	6,990	D

Explanation of Responses:

1. Amount includes a total of 176 shares acquired under Beacon's 2023 Employee Stock Purchase Plan on January 2, 2024.

2. Represents a transfer to the Nelson Revocable Trust, dated June 2, 2022, of which the Reporting Person and his spouse serve as trustees.

3. Each restricted stock unit represents a contingent right to receive one (1) share of BECN common stock.

4. These restricted stock units originally consisted of four equal portions, with one portion relating to a performance period of 3/10/2022 to 3/31/2024, one portion relating to a performance period of 3/10/2022 to 3/31/2025 and two portions relating to performance periods of 3/10/2022 to 3/31/2026. Each performance period has a performance goal of a stock price target, based on a rolling 90 calendar day average closing price ($70.00, $82.50, $95.00 and $107.50, respectively). In the event a performance period stock price target is met, half the shares subject to such performance period shall vest immediately and the remaining half of the shares subject to that performance period shall vest on 3/31/2026. The performance period stock price target of $70.00 was previously met. On the Transaction Date, the performance period stock price target of $82.50 was met, the number of shares set forth in column 7 vested on that date, and an equal number of shares will vest on 3/31/26.

Remarks:

	/s/ Christopher C. Nelson	02/01/2024
	** 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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