Filing Details
- Accession Number:
- 0001193125-17-034690
- Form Type:
- 13G Filing
- Publication Date:
- 2017-02-08 16:37:32
- Filed By:
- Gores Group, Llc
- Company:
- Bmc Stock Holdings Inc. (NASDAQ:BMCH)
- Filing Date:
- 2017-02-08
- SEC Url:
- 13G Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| The Gores Group | 0 | 7,431,617 | 0 | 7,431,617 | 7,431,617 | 11.2% |
| Gores Capital Partners II | 0 | 7,100,275 | 0 | 7,100,275 | 7,100,275 | 10.7% |
| Gores Capital Advisors II | 0 | 7,100,275 | 0 | 7,100,275 | 7,100,275 | 10.7% |
| Gores Building Holdings | 0 | 7,100,275 | 0 | 7,100,275 | 7,100,275 | 10.7% |
| Glendon Saturn Holdings | 0 | 331,342 | 0 | 331,342 | 331,342 | 0.5% |
| Fernando Goni | 0 | 7,431,617 | 0 | 7,431,617 | 7,431,617 | 11.2% |
| Alec E. Gores | 0 | 7,431,617 | 0 | 7,431,617 | 7,431,617 | 11.2% |
| Mark R. Stone | 0 | 7,431,617 | 0 | 7,431,617 | 7,431,617 | 11.2% |
| Vance W. Diggins | 0 | 7,431,617 | 0 | 7,431,617 | 7,431,617 | 11.2% |
| Steven C. Yager | 0 | 7,431,617 | 0 | 7,431,617 | 7,431,617 | 11.2% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G/A
Information to be Included in Statements Filed Pursuant to Rules 13d-1(b), (c) and (d) and
Amendments Thereto Filed Pursuant to Rule 13d-2(b)
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
BMC Stock Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
05591B109
(CUSIP Number)
December 31, 2016
(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)
| * | The remainder of this cover page shall be filled out for a reporting persons 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).
| CUSIP No. 05591B109 | 13G/A | Page 2 of 15 |
| 1 | NAMES OF REPORTING PERSON:
The Gores Group, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,431,617 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,431,617 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,431,617 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 3 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Gores Capital Partners II, L.P. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,100,275 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,100,275 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,100,275 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
PN | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 4 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Gores Capital Advisors II, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,100,275 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,100,275 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,100,275 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 5 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Gores Building Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,100,275 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,100,275 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,100,275 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.7% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 6 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Glendon Saturn Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
331,342 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
331,342 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
331,342 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
OO | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 7 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Fernando Goni | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
France and Argentina (dual citizen) | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,431,617 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,431,617 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,431,617 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 8 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Alec E. Gores | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,431,617 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,431,617 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,431,617 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 9 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Mark R. Stone | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,431,617 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,431,617 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,431,617 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 10 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Vance W. Diggins | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,431,617 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,431,617 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,431,617 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 11 of 15 |
| 1 | NAMES OF REPORTING PERSON:
Steven C. Yager | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☒
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 | SOLE VOTING POWER
0 shares | ||||
| 6 | SHARED VOTING POWER
7,431,617 shares | |||||
| 7 | SOLE DISPOSITIVE POWER
0 shares | |||||
| 8 | SHARED DISPOSITIVE POWER
7,431,617 shares | |||||
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,431,617 shares | |||||
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
☐ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
11.2% (a) | |||||
| 12 | TYPE OF REPORTING PERSON (See Instructions)
IN | |||||
| (a) | The percentage is calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016. |
| CUSIP No. 05591B109 | 13G/A | Page 12 of 15 |
| Item 1 (a). | Name of Issuer: |
BMC Stock Holdings, Inc.
| Item 1 (b). | Address of Issuers Principal Executive Offices: |
Two Lakeside Commons, 980 Hammond Drive, NE, Suite 500, Atlanta, GA 30328.
| Item 2 (a). | Name of Persons Filing: |
This Schedule 13G is being filed by The Gores Group, LLC, Gores Capital Partners II, L.P., Gores Capital Advisors II, LLC, Gores Building Holdings, LLC, Glendon Saturn Holdings, LLC, Fernando Goni, Alec E. Gores, Mark R. Stone, Vance W. Diggins and Steven C. Yager (individually a Reporting Person and collectively the Reporting Persons).
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Act of 1933, as amended. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group.
| Item 2 (b). | Address of Principal Business Office or, if none, Residence: |
The address of the principal business office of each of the Reporting Persons is c/o The Gores Group, LLC, 9800 Wilshire Blvd., Beverly Hills, California 90212.
| Item 2 (c). | Citizenship: |
Each of The Gores Group, LLC, Gores Capital Advisors II, LLC, Gores Building Holdings, LLC and Glendon Saturn Holdings, LLC is a limited liability company organized under the laws of the State of Delaware. Gores Capital Partners II, L.P. is a limited partnership organized under the laws of the State of Delaware. Each of Alec E. Gores, Mark R. Stone, Vance W. Diggins and Steven C. Yager is a citizen of the United States. Fernando Goni is a dual citizen of France and Argentina.
| Item 2 (d). | Title of Class of Securities: |
Common stock, par value $0.01 per share (the Common Stock)
| Item 2 (e). | CUSIP Number: |
05591B109
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | ||
| CUSIP No. 05591B109 | 13G/A | Page 13 of 15 |
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | ||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E). | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F). | ||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d- 1(b)(1)(ii)(G). | ||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). | ||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). | ||
| (j) | ☐ | Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). | ||
| (k) | ☐ | Group, in accordance with §240.13d-1(b)(1)(ii)(K). | ||
| Not Applicable. | ||||
| Item 4. | Ownership. |
| (a) | Amount beneficially owned: |
Gores Building Holdings, LLC is the record owner of 7,100,275 shares of Common Stock. Glendon Saturn Holdings, LLC is the record owner of 331,342 shares of Common Stock.
The Gores Group, LLC is the manager of Glendon Saturn Holdings, LLC and Alec E. Gores is the manager of The Gores Group, LLC. Gores Capital Partners II, L.P. is the controlling member of Gores Building Holdings, LLC. Gores Capital Advisors II, LLC is the general partner of Gores Capital Partners II, L.P. The Gores Group, LLC is the manager of Gores Capital Advisors II, LLC. The Gores Group, LLC has a five member investment committee that has voting and dispositive authority over the Common Stock held of record by Gores Building Holdings, LLC and Glendon Saturn Holdings, LLC. The members of the investment committee are Fernando Goni, Alec E. Gores, Mark R. Stone, Vance W. Diggins 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 Building Holdings, LLC and Glendon Saturn Holdings, LLC. None of the members of the investment committee, acting alone, has voting or dispositive power over any shares of Common Stock.
Each of the Reporting Persons expressly disclaims beneficial ownership of any shares of BMC Stock Holdings, Inc., except for Gores Building Holdings, LLC and Glendon Saturn Holdings, LLC, for the shares which they hold of record as provided in the prior paragraph.
| (b) | Percent of class: |
The Gores Group, LLC: 11.2%
Gores Capital Partners II, L.P.: 10.7%
Gores Capital Advisors II, LLC: 10.7%
Gores Building Holdings, LLC: 10.7%
Glendon Saturn Holdings, LLC: 0.5%
Fernando Goni: 11.2%
Alec E. Gores: 11.2%
Mark R. Stone: 11.2%
Vance W. Diggins: 11.2%
Steven C. Yager: 11.2%
| CUSIP No. 05591B109 | 13G/A | Page 14 of 15 |
These percentages are calculated using the 66,621,753 shares of Common Stock outstanding as of December 8, 2016 as disclosed in the issuers Rule 424(b) prospectus filed with the Securities and Exchange Commission on December 14, 2016.
| (c) | Number of shares as to which such person has: |
| (i) | sole power to vote or to direct the vote: |
0 shares for each Reporting Person
| (ii) | shared power to vote or to direct the vote: |
The Gores Group, LLC: 7,431,617 shares
Gores Capital Partners II, L.P.: 7,100,275 shares
Gores Capital Advisors II, LLC: 7,100,275 shares
Gores Building Holdings, LLC: 7,100,275 shares
Glendon Saturn Holdings, LLC: 331,342 shares
Fernando Goni: 7,431,617 shares
Alec E. Gores: 7,431,617 shares
Mark R. Stone: 7,431,617 shares
Vance W. Diggins: 7,431,617 shares
Steven C. Yager: 7,431,617 shares
| (iii) | sole power to dispose or to direct the disposition of: |
0 shares for each reporting person
| (iv) | shared power to dispose or to direct the disposition of: |
The Gores Group, LLC: 7,431,617 shares
Gores Capital Partners II, L.P.: 7,100,275 shares
Gores Capital Advisors II, LLC: 7,100,275 shares
Gores Building Holdings, LLC: 7,100,275 shares
Glendon Saturn Holdings, LLC: 331,342 shares
Fernando Goni: 7,431,617 shares
Alec E. Gores: 7,431,617 shares
Mark R. Stone: 7,431,617 shares
Vance W. Diggins: 7,431,617 shares
Steven C. Yager: 7,431,617 shares
| 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.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Not Applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| CUSIP No. 05591B109 | 13G/A | Page 15 of 15 |
| Item 9. | Notice of Dissolution of Group. |
Not Applicable.
| Item 10. | Certification. |
Not applicable. This statement on Schedule 13G is not filed pursuant to Rule 13d-1(b) or Rule 13d-1(c).
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.
Dated: February 8, 2017.
| THE GORES GROUP, LLC | ||
| By: | * | |
| GORES CAPITAL ADVISORS II, LLC | ||
| By: | The Gores Group, LLC | |
| Its Manager | ||
| By: | * | |
| GORES CAPITAL PARTNERS II, L.P. | ||
| By: | Gores Capital Advisors II, LLC | |
| Its General Partner | ||
| By: The Gores Group, LLC | ||
| Its Manager | ||
| By: | * | |
| GORES BUILDING HOLDINGS, LLC | ||
| By: | * | |
| GLENDON SATURN HOLDINGS, LLC | ||
| By: | * | |
| FERNANDO GONI | ||
| * | ||
| ALEC E. GORES | ||
| * | ||
| MARK R. STONE | ||
| * | ||
| VANCE W. DIGGINS | ||
| * | ||
| STEVEN C. YAGER | ||
| * | ||
| * By: | /s/ Eric R. Hattler | |
| Eric R. Hattler | ||
| Attorney-in-fact | ||
| Pursuant to Powers of Attorney filed herewith as Exhibit 2. | ||
EXHIBIT INDEX
| Exhibit No. | ||
| 1 | Joint Filing Agreement, dated February 8, 2017 | |
| 2 | Powers of Attorney, dated August 17, 2016 | |