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Filing Details

Accession Number:: 0001181431-13-045093
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2013-08-15 17:26:26
Reporting Period:: 2013-08-14

Filing Date:: 2013-08-15
Accepted Time:: 2013-08-15 17:26:26
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1574815	Stock Building Supply Holdings Inc.	STCK	Retail-Lumber & Other Building Materials Dealers (5211)	264687975

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1580721	Ryan Wald	10877 Wilshire Blvd., 18Th Fl. Los Angeles CA 90024		Yes	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Voting Common Stock	Disposition	2013-08-14	11,590,005	$0.00	0	No	4	D	Indirect	See Footnotes
Class B Non-Voting Common Stock	Disposition	2013-08-14	759,681	$0.00	0	No	4	D	Indirect	See Footnotes
Class A Junior Preferred Stock	Disposition	2013-08-14	5,100	$0.00	0	No	4	D	Indirect	See Footnotes
Class B Senior Preferred Stock	Disposition	2013-08-14	36,388	$0.00	0	No	4	D	Indirect	See Footnotes
Common Stock	Acquisiton	2013-08-14	18,781,896	$0.00	18,781,896	No	4	A	Indirect	See Footnotes
Common Stock	Acquisiton	2013-08-14	759,681	$0.00	759,681	No	4	A	Indirect	See Footnotes
Common Stock	Disposition	2013-08-14	3,505,995	$13.02	15,275,901	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2013-08-14	46,815	$13.02	712,866	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	D	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes
No	4	D	Indirect	See Footnotes
No	4	A	Indirect	See Footnotes
No	4	A	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes
No	4	S	Indirect	See Footnotes

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Voting Common Stock	Class C Convertible Preferred Stock	Disposition	2013-08-14	5,000	$0.00	4,454,889	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	D	Indirect

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 Person, 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.The reporting person disclaims beneficial ownership of the shares except to the extent of his 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.