Bluelinx Holdings Inc. (NYSE:BXC): Phill Gross And Robert Atchinson’s Adage Capital Management filed an amended 13D.
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You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Adage Capital Partners | 0 | 836,300 | 0 | 836,300 | 836,300 | 9.19% |
| Adage Capital Partners GP | 0 | 836,300 | 0 | 836,300 | 836,300 | 9.19% |
| Adage Capital Advisors | 0 | 836,300 | 0 | 836,300 | 836,300 | 9.19% |
| Robert Atchinson | 0 | 836,300 | 0 | 836,300 | 836,300 | 9.19% |
| Phillip Gross | 0 | 836,300 | 0 | 836,300 | 836,300 | 9.19% |
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Page 1 of 12 – SEC Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Bluelinx Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title
of Class of Securities)
09624H208
(CUSIP Number)
October 19, 2017
(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☐ | Rule 13d-1(b) |
| ☒ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
(Page 1 of 12 Pages)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act“) or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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Page 2 of 12 – SEC Filing
| 1 | NAME Adage
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE 0
| ||
| 6 | SHARED 836,300
| |||
| 7 | SOLE 0
| |||
| 8 | SHARED 836,300
| |||
| 9 | AGGREGATE 836,300
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT 9.19%
| |||
| 12 | TYPE PN
| |||
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Page 3 of 12 – SEC Filing
| 1 | NAME Adage
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE 0
| ||
| 6 | SHARED 836,300
| |||
| 7 | SOLE 0
| |||
| 8 | SHARED 836,300
| |||
| 9 | AGGREGATE 836,300
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT 9.19%
| |||
| 12 | TYPE OO
| |||
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Page 4 of 12 – SEC Filing
| 1 | NAME Adage
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP Delaware
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE 0
| ||
| 6 | SHARED 836,300
| |||
| 7 | SOLE 0
| |||
| 8 | SHARED 836,300
| |||
| 9 | AGGREGATE 836,300
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT 9.19%
| |||
| 12 | TYPE OO
| |||
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Page 5 of 12 – SEC Filing
| 1 | NAME Robert
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP United
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE 0
| ||
| 6 | SHARED 836,300
| |||
| 7 | SOLE 0
| |||
| 8 | SHARED 836,300
| |||
| 9 | AGGREGATE 836,300
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT 9.19%
| |||
| 12 | TYPE IN
| |||
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Page 6 of 12 – SEC Filing
| 1 | NAME Phillip
| |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) (b) | ||
| 3 | SEC USE ONLY | |||
| 4 | CITIZENSHIP United
| |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE 0
| ||
| 6 | SHARED 836,300
| |||
| 7 | SOLE 0
| |||
| 8 | SHARED 836,300
| |||
| 9 | AGGREGATE 836,300
| |||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ | ||
| 11 | PERCENT 9.19%
| |||
| 12 | TYPE IN
| |||
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Page 7 of 12 – SEC Filing
| Item 1(a). | NAME OF ISSUER |
| The name of the issuer is Bluelinx Holdings Inc. (the “Company“). | |
| Item 1(b). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| The Company’s principal executive offices are located at 4300 Wildwood Parkway, Atlanta, Georgia 30339. | |
| Item 2(a). | NAME OF PERSON FILING | |
| This statement is filed by: | ||
| (i) | Adage Capital Partners, L.P., a Delaware limited partnership (“ACP“) with respect to the shares of Common Stock directly owned by it; | |
| (ii) | Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP“), as general partner of ACP with respect to the shares of Common Stock directly owned by ACP; | |
| (iii) | Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA“), as managing member of ACPGP, general partner of ACP, with respect to the shares of Common Stock directly owned by ACP; | |
| (iv) | Robert Atchinson (“Mr. Atchinson“), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP; and | |
| (v) | Phillip Gross (“Mr. Gross“), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect to the shares of Common Stock directly owned by ACP. | |
| The foregoing persons are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. | ||
| The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein. | ||
| Item 2(b). | ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE |
| The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts 02116. |
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Page 8 of 12 – SEC Filing
| Item 2(c). | CITIZENSHIP |
| ACP is a limited partnership organized under the laws of the State of Delaware. ACPGP and ACA are limited liability companies organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United States. | |
| Item 2(d). | TITLE OF CLASS OF SECURITIES |
| Common Stock, par value $0.01 per share (the “Common Stock“). | |
| Item 2(e). | CUSIP NUMBER |
| 09624H208 | |
| Item 3. | IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: | |||
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act; | ||
| (b) | ☐ | Bank as defined in Section 3(a)(6) of the Act; | ||
| (c) | ☐ | Insurance company as defined in Section 3(a)(19) of the Act; | ||
| (d) | ☐ | Investment company registered under Section 8 of the Investment Company Act of 1940; | ||
| (e) | ☐ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An | ||
| (g) | ☐ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A | ||
| (i) | ☐ | A | ||
| (j) | ☐ | A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with Rule 13d-1(b)(1)(ii)(K). | ||
| If | ||||
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Page 9 of 12 – SEC Filing
| Item 4. | OWNERSHIP | ||||||||
| A. | Adage Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C. | ||||||||
| (a) | Amount beneficially owned: 836,300 | ||||||||
| (b) | Percent of class: 9.19%. The percentage set forth in this Schedule 13G is calculated based upon the 9,098,221 shares of Common Stock reported to be issued and outstanding as of September 29, 2017 as reflected in the Company’s Prospectus filed pursuant to Rule 424 with the Securities and Exchange Commission on October 19, 2017. | ||||||||
| (c) | (i) | Sole power to vote or direct the vote: 0 | |||||||
| (ii) | Shared power to vote or direct the vote: 836,300 | ||||||||
| (iii) | Sole power to dispose or direct the disposition: 0 | ||||||||
| (iv) | Shared power to dispose or direct the disposition of: 836,300 | ||||||||
| ACP has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither ACPGP nor ACA directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act“), ACPGP and ACA may be deemed to beneficially own the shares owned by ACP. | |||||||||
| B. | Robert Atchinson and Phillip Gross | ||||||||
| (a) | Amount beneficially owned: 836,300 | ||||||||
| (b) | Percent of class: 9.19% | ||||||||
| (c) | (i) | Sole power to vote or direct the vote: 0 | |||||||
| (ii) | Shared power to vote or direct the vote: 836,300 | ||||||||
| (iii) | Sole power to dispose or direct the disposition: 0 | ||||||||
| (iv) | Shared power to dispose or direct the disposition: 836,300 | ||||||||
| Messrs. Atchinson and Gross, as managing members of ACA, have shared power to vote the shares of Common Stock beneficially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP. | |||||||||
| Item 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. | |
| Item 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON |
| Not applicable. | |
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Page 10 of 12 – SEC Filing
| Item 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON |
| Not applicable. | |
| Item 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP |
| Not applicable. | |
| Item 9. | NOTICE OF DISSOLUTION OF GROUP |
| Not applicable. | |
| Item 10. | CERTIFICATION | |
| Each of the Reporting Persons hereby makes the following certification: | ||
| By signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | ||
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Page 11 of 12 – SEC Filing
SIGNATURES
After reasonable inquiry
and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
DATE: October 30, 2017
| ADAGE CAPITAL PARTNERS, L.P. | |
| By: Adage Capital Partners GP, L.L.C., | |
| its general partner | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL ADVISORS, L.L.C. | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ROBERT ATCHINSON | |
| /s/ Robert Atchinson | |
| ROBERT ATCHINSON, individually | |
| PHILLIP GROSS | |
| /s/ Phillip Gross | |
| PHILLIP GROSS, individually | |
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Page 12 of 12 – SEC Filing
EXHIBIT 1
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement
on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule
13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The
undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
DATE: October 30, 2017
| ADAGE CAPITAL PARTNERS, L.P. | |
| By: Adage Capital Partners GP, L.L.C., | |
| its general partner | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL PARTNERS GP, L.L.C. | |
| By: Adage Capital Advisors, L.L.C., | |
| its managing member | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| ADAGE CAPITAL ADVISORS, L.L.C. | |
| /s/ Robert Atchinson | |
| Name: Robert Atchinson | |
| Title: Managing Member | |
| /s/ Robert Atchinson | |
| ROBERT ATCHINSON, individually | |
| /s/ Phillip Gross | |
| PHILLIP GROSS, individually | |
