Initial Statement of Beneficial Ownership (3)
21 February 2018 - 8:16AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Estimated average burden
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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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1. Name and Address of Reporting Person
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CD&R Investment Associates IX, Ltd.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
1/2/2018
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3. Issuer Name
and
Ticker or Trading Symbol
BEACON ROOFING SUPPLY INC [BECN]
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(Last)
(First)
(Middle)
C/O M+C CORPORATE SERVICES LIMITED, P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
GEORGE TOWN, E9 KY1-1104
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Preferred Stock
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(1)
(2)
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(1)
(2)
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Common Stock
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9694619
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$41.26
(3)
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I
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By affiliate
(4)
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Explanation of Responses:
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(1)
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The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") of Beacon Roofing Supply, Inc. (the "Issuer") is convertible at any time at the option of the holder and has no expiration date.
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(2)
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The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the Issuer's common stock (the "common stock") if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 75 out of 90 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 6.0% per annum, payable in cash or in additional shares of Series A Preferred Stock, provided that, in the case of certain specified triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 9.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis.
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(3)
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CD&R Boulder Holdings, L.P. ("CD&R Stockholder") directly owns 400,000 shares of Series A Preferred Stock, which are convertible into shares of the Issuer common stock at a price per share of $41.26, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event. CD&R Associates IX, Ltd., as the general partner of CD&R Stockholder may be deemed to beneficially own the shares of Series A Preferred Stock held by CD&R Stockholder.
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(4)
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CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Series A Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CD&R Investment Associates IX, Ltd.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN, E9 KY1-1104
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X
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CD&R Boulder Holdings, L.P.
C/O M+C CORPORATE SERVICES LIMITED
P.O. BOX 309 UGLAND HSE, SOUTH CHURCH ST
GEORGE TOWN, E9 KY1-1104
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X
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Signatures
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CD&R Investment Associates IX, Ltd., By: Theresa A. Gore, VP, Treas. and Asst. Sec.
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2/20/2018
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**
Signature of Reporting Person
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Date
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CD&R Boulder Holdings, L.P., By: CD&R Investment Associates IX, Ltd, general partner; By: /s/ Theresa A. Gore, VP, Treas. and Asst. Sec.
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2/20/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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