President, North Division Bennett Jonathan Stuart returned $2,826,227 worth of shares to the company (22,728 units at $124.35), closing all direct ownership in the company (SEC Form 4)
$BECN
RETAIL: Building Materials
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
QXO BUILDING PRODUCTS, INC. [ BECN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/29/2025 | ||||||||||||||||||||||||||
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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, $0.01 par value | 04/29/2025 | D(1) | 22,728(2) | D | $124.35 | 0.00 | 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 (RSUs) | (3) | 04/29/2025 | D(4) | 2,596 | 03/01/2026 | 03/01/2026 | Common Stock, $0.01 par value | 2,596 | (4)(5) | 0.00 | D | ||||
| Restricted Stock Units (RSUs) | (3) | 04/29/2025 | D(4) | 2,208 | 03/06/2027 | 03/06/2027 | Common Stock, $0.01 par value | 2,208 | (4)(5) | 0.00 | D | ||||
| Restricted Stock Units (RSUs) | (3) | 04/29/2025 | D(6) | 3,336 | (6) | (6) | Common Stock, $0.01 par value | 3,336 | (5)(6) | 0.00 | D | ||||
| Restricted Stock Units (RSUs) | (3) | 04/29/2025 | D(4) | 4,660 | 03/31/2026 | 03/31/2026 | Common Stock, $0.01 par value | 4,660 | (4)(5) | 0.00 | D | ||||
| Performance Stock Units (PSUs) | (3) | 04/29/2025 | A(7) | 5,192 | 03/01/2026 | 03/01/2026 | Common Stock, $0.01 par value | 5,192 | $0.00 | 5,192 | D | ||||
| Performance Stock Units (PSUs) | (3) | 04/29/2025 | D(8) | 5,192 | 03/01/2026 | 03/01/2026 | Common Stock, $0.01 par value | 5,192 | (5)(8) | 0.00 | D | ||||
| Performance Stock Units (PSUs) | (3) | 04/29/2025 | A(7) | 4,417 | 03/06/2027 | 03/06/2027 | Common Stock, $0.01 par value | 4,417 | $0.00 | 4,417 | D | ||||
| Performance Stock Units (PSUs) | (3) | 04/29/2025 | D(8) | 4,417 | 03/06/2027 | 03/06/2027 | Common Stock, $0.01 par value | 4,417 | (5)(8) | 0.00 | D | ||||
| Performance Stock Units (PSUs) | (3) | 04/29/2025 | A(7) | 3,336 | 03/17/2028 | 03/17/2028 | Common Stock, $0.01 par value | 3,336 | $0.00 | 3,336 | D | ||||
| Performance Stock Units (PSUs) | (3) | 04/29/2025 | D(8) | 3,336 | 03/17/2028 | 03/17/2028 | Common Stock, $0.01 par value | 3,336 | (5)(8) | 0.00 | D | ||||
| Stock Options (Right to buy) | $65 | 04/29/2025 | D(9) | 1,766 | 03/01/2024 | 03/01/2033 | Common Stock, $0.01 par value | 1,766 | (5)(9) | 0.00 | D | ||||
| Stock Options (Right to buy) | $84.9 | 04/29/2025 | D(9) | 3,109 | 03/06/2025 | 03/06/2034 | Common Stock, $0.01 par value | 3,109 | (5)(9) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to an Agreement and Plan of Merger dated as of March 20, 2025 (the "Merger Agreement") by and among Beacon Roofing Supply, Inc (the "Company"), QXO, Inc. ("QXO") and Queen MergerCo, Inc., a wholly owned subsidiary of QXO (the "Merger Sub"), the Merger Sub merged with and into the Company. Pursuant to the terms of the Merger Agreement, each share of Common Stock of the Company held by the Reporting Person was converted into the right to receive $124.35 in cash. |
| 2. Amount includes 86 shares acquired under Beacon's 2023 Employee Stock Purchase Plan, which meets the requirements of Section 423 of the Internal Revenue Code, subsequent to the Reporting Person's last Table I disclosure. |
| 3. Each RSU and each PSU represented a contingent right to receive one (1) share of Common Stock of the Company (in the case of PSUs, subject to adjustment on satisfaction of performance criteria). |
| 4. Pursuant to the terms of the Merger Agreement, the RSUs held by the Reporting Person were converted into a number of RSUs of QXO equal to the number of original RSUs multiplied by Equity Award Conversion Amount. The RSUs were scheduled to vest on the date referenced in column 6. |
| 5. The Equity Award Conversion Amount as calculated pursuant to the Merger Agreement is 9.838. |
| 6. Pursuant to the terms of the Merger Agreement, the RSUs held by the Reporting Person were converted into a number of RSUs of QXO equal to the number of original RSUs multiplied by Equity Award Conversion Amount. The RSUs were scheduled to vest in three (3) equal annual installments, beginning on March 17, 2026, and followed by the two subsequent anniversaries of this date. |
| 7. The PSUs were eligible to vest on the date referenced in column 6 (the three-year anniversary of the date of grant) on satisfaction of performance criteria. In accordance with SEC interpretations, the grant of these PSUs was not previously reported on Form 4. This row represents the treatment of these awards pursuant to the Merger Agreement as satisfied at target. |
| 8. Pursuant to the terms of the Merger Agreement, the PSUs held by the Reporting Person were converted into a number of RSUs of QXO, subject only to service-based conditions, equal to the number of original PSUs multiplied by Equity Award Conversion Amount (assuming the satisfaction of performance criteria at target). The PSUs were eligible to vest on the date referenced in column 6 (the three-year anniversary of the date of grant). |
| 9. Pursuant to the terms of the Merger Agreement, the stock options held by the Reporting Person were converted into a number of stock options of QXO equal to the number of original stock options multiplied by Equity Award Conversion Amount, with an exercise price equal to the exercise price of the original stock option divided by Equity Award Conversion Amount. The stock options were scheduled to vest in three (3) equal annual installments beginning on the first anniversary of the grant date, which first anniversary is set forth in the "Date Exercisable" sub-column under column 6. |
| Remarks: |
| /s/ Jonathan S. Bennett | 04/29/2025 | |
| ** 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. | ||