SEC FORM 4

SEC FORM 4 SEC Form 4

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^*

Lewis Mitchell B

(Last)

(First)

(Middle)

1950 SPECTRUM CIRCLE

(Street)

MARIETTA

30067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BlueLinx Holdings Inc. [ BXC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/11/2024		S		2,904	D	$117.15⁽¹⁾	2,790	I	By grantor retained annuity trust
Common Stock	03/12/2024		S		1,946	D	$118.4⁽²⁾	844	I	By grantor retained annuity trust
Common Stock	03/12/2024		S		1,945	D	$118.29⁽³⁾	39,142	D
Common Stock	03/13/2024		S		844	D	$118.93⁽⁴⁾	0	I	By grantor retained annuity trust
Common Stock	03/13/2024		S		314	D	$119.09⁽⁵⁾	38,828	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽⁶⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	1,561		1,561	D

Explanation of Responses:

1. The transactions reported in this line item were consummated at prices ranging from $116.06 to $117.86 per share, resulting in a weighted average purchase price of $117.15 per share. The reporting person undertakes to provide BXC, any security holder of BXC, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. The transactions reported in this line item were consummated at prices ranging from $116.58 to $119.20 per share, resulting in a weighted average purchase price of $118.40 per share. The reporting person undertakes to provide BXC, any security holder of BXC, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

3. The transactions reported in this line item were consummated at prices ranging from $116.55 to $119.20 per share, resulting in a weighted average purchase price of $118.29 per share. The reporting person undertakes to provide BXC, any security holder of BXC, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

4. The transactions reported in this line item were consummated at prices ranging from $118.30 to $119.71 per share, resulting in a weighted average purchase price of $118.93 per share. The reporting person undertakes to provide BXC, any security holder of BXC, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. The transactions reported in this line item were consummated at prices ranging from $118.60 to $119.65 per share, resulting in a weighted average purchase price of $119.09 per share. The reporting person undertakes to provide BXC, any security holder of BXC, or the staff of the SEC, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

6. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock.

7. These are time-based restricted stock units that vest on May 18, 2024. Vested shares will be delivered to the reporting person not later than 30 days after the vesting date.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney.

	/s/ Christin Lumpkin, as attorney-in-fact for Mitchell B. Lewis	03/13/2024
	** 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.

Lewis Mitchell B sold $938,455 worth of shares (7,953 units at $118.00), decreasing direct ownership by 5% to 38,828 units (SEC Form 4)