EXPLANATORY NOTE
PREAMBLE
This Amendment No. 11 (the
Amendment) amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018, March 14, 2019, June 28, 2019, September 25,
2019, February 24, 2021, April 29, 2021, March 4, 2022, October 28, 2022, July 7, 2023 and August 1, 2023 (as amended, the Schedule 13D) by (i) CD&R Boulder Holdings, L.P., a Cayman Islands
exempted limited partnership (CD&R Holdings), and (ii) CD&R Investment Associates IX, Ltd. (CD&R Holdings GP) (together with CD&R Holdings, collectively, the Reporting
Persons).
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Schedule 13D is hereby supplemented to include the following information.
On August 10, 2023, CD&R Holdings sold 5,000,000 Common Shares of Beacon Roofing Supply, Inc., a Delaware corporation (the
Issuer), to Morgan Stanley & Co. LLC (the Underwriter) at a price of $83.46 per Common Share, in a registered offering (the Offering) pursuant to an underwriting agreement, dated as
of August 7, 2023 (the Underwriting Agreement), by and among the Issuer, CD&R Holdings and the Underwriter Upon the closing of the Offering, CD&R Holdings directly owned 10,171,964 Common Shares.
In connection with the Offering, CD&R Holdings entered into a lock-up letter agreement (the Lock-Up Agreement) with the Underwriters under which it has agreed, subject to certain exceptions, that it will not, during the period of 30 days following the date of the prospectus covering the
Offering, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Issuers Common Shares, or any options or warrants to purchase Common Shares, or any securities
convertible into, exchangeable for or that represent the right to receive Common Shares.
The foregoing descriptions of the Underwriting
Agreement and Lock-Up Agreement do not purport to be complete and are qualified in their entirety by reference to the Underwriting Agreement and Lock-Up Agreement, which
are filed as Exhibit 1 and Exhibit 2 hereto and are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a)(i) and (c) in their entirety and replacing them as follows.
(a) (i) CD&R Holdings is the beneficial owner of 10,171,964 Common Shares, representing approximately 16.1% of the outstanding Common
Shares, based on 63,096,238 Common Shares outstanding as of August 3, 2023, as reported in the Issuers prospectus supplement filed pursuant to Rule 424(b)(1), filed August 9, 2023. All of these Common Shares may be deemed to be
beneficially owned by CD&R Holdings GP.
(c) Except as otherwise described in Item 4 of this Amendment, each of the Reporting Persons
reports that neither it, nor to its knowledge, any other person named in Schedule A of this Schedule 13D, has effected any transactions in Common Shares in the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Statement is amended by inserting the following information:
The information set forth in Item 4 of this Statement is hereby incorporated herein by reference.
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