Chief Commercial Officer Wilson Michael converted options into 1,020 shares and covered exercise/tax liability with 436 shares, increasing direct ownership by 44% to 1,900 units (SEC Form 4)
$BXC
Wholesale Distributors
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
BlueLinx Holdings Inc. [ BXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/30/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 06/30/2024 | M | 1,020(1) | A | (2) | 2,336(3) | D | |||
| Common Stock | 06/30/2024 | F | 436(4) | D | $93.09 | 1,900 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (2) | 06/30/2024 | M | 1,020 | (1) | (1) | Common Stock | 1,020 | $0 | 1,020 | D | ||||
| Restricted Stock Units | (2) | (5) | (5) | Common Stock | 2,229 | 2,229 | D | ||||||||
| Restricted Stock Units | (2) | (6) | (6) | Common Stock | 2,912 | 2,912 | D | ||||||||
| Explanation of Responses: |
| 1. Represents the conversion of restricted stock units that vested on June 30, 2024. These are time-based restricted stock units that vest in three equal annual installments, with the first installment of 1,020 restricted stock units vesting on June 30, 2023. |
| 2. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock. |
| 3. Represents the total number of shares owned by Mr. Wilson immediately after 1,020 shares vested on June 30, 2024. This includes a correction to the total number of shares owned by Mr. Wilson, which was previously reported as 1,246 shares following the vesting of 1,118 shares vesting on June 8, 2024, less the tax withholding of 509 shares. As of June 8, 2024, Mr. Wilson owned 1,316 shares, following the vesting of 1,188 shares vesting on June 8, 2024, less the tax withholding of 509 shares. |
| 4. These shares were withheld to cover tax withholding obligations when 1,020 time-based restricted stock units vested on June 30, 2024. |
| 5. These are time-based restricted stock units that vest in three equal annual installments, with the first installment of 1,115 restricted stock units vesting on June 7, 2024. Vested shares will be delivered to the reporting person no later than 30 days after each vesting date. |
| 6. These are time-based restricted stock units that vest in three equal annual installments commencing on June 7, 2025. Vested shares will be delivered to the reporting person no later than 30 days after each vesting date. |
| /s/ Christin Lumpkin, as attorney-in-fact for Michael Wilson | 07/02/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||