UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | Â (1)(2) | Â (1)(2) | Common Stock | 9,694,619 | $ 41.26 (3) | I | By affiliate (4) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
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 |
 |  X |  |  |
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 |
 |  X |  |  |
CD&R Investment Associates IX, Ltd., By: Theresa A. Gore, VP, Treas. and Asst. Sec. | 02/20/2018 | |
**Signature of Reporting Person | Date | |
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. | 02/20/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | 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. |