| 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). | ||||||||||||||||
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) 05/20/2021 | ||||||||||||||||||||||||||
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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 | 05/20/2021 | S(1) | 4,674 | D | $51.718(2) | 186,691 | I | By grantor retained annuity trust | ||
| Common Stock | 05/20/2021 | S(1) | 7,851 | D | $52.643(3) | 178,840 | I | By grantor retained annuity trust | ||
| Common Stock | 05/20/2021 | S(1) | 4,581 | D | $53.462(4) | 174,259 | I | By grantor retained annuity trust | ||
| Common Stock | 05/21/2021 | S(1) | 9,429 | D | $54.126(5) | 164,830 | I | By grantor retained annuity trust | ||
| Common Stock | 05/21/2021 | S(1) | 12,639 | D | $54.929(6) | 152,191 | I | By grantor retained annuity trust | ||
| Common Stock | 05/21/2021 | S(1) | 755 | D | $55.512(7) | 151,436 | I | By grantor retained annuity trust | ||
| Common Stock | 05/24/2021 | S(1) | 5,556 | D | $54.094(8) | 145,880 | I | By grantor retained annuity trust | ||
| Common Stock | 05/24/2021 | S(1) | 6,972 | D | $55.149(9) | 138,908 | I | By grantor retained annuity trust | ||
| Common Stock | 05/24/2021 | S(1) | 1,550 | D | $55.796(10) | 137,358 | I | By grantor retained annuity trust | ||
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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 | (11) | (12) | (12) | Common Stock | 30,715 | 30,715 | D | ||||||||
| Restricted Stock Units | (11) | (13) | (13) | Common Stock | 10,240 | 10,240 | D | ||||||||
| Restricted Stock Units | (11) | (14) | (14) | Common Stock | 38,333 | 38,333 | D | ||||||||
| Restricted Stock Units | (11) | (15) | (15) | Common Stock | 100,000 | 100,000 | D | ||||||||
| Explanation of Responses: |
| 1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 6, 2021 |
| 2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $51.20 to $52.19, inclusive. The reporting person undertakes to provide to BlueLinx Holdings Inc., any securityholder of BlueLinx Holdings Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 through 10 to this Form 4. |
| 3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $52.25 to $53.19, inclusive. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $53.22 to $53.76, inclusive. |
| 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $53.44 to $54.43, inclusive. |
| 6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $54.44 to $55.43, inclusive. |
| 7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $55.44 to $55.62, inclusive |
| 8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $53.61 to $54.56, inclusive. |
| 9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $54.605 to $55.59, inclusive. |
| 10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $55.60 to $56.12, inclusive |
| 11. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock. |
| 12. These are performance-based restricted stock units that were granted on June 8, 2018. The performance criteria were satisfied on November 12, 2020, upon certification by the Compensation Committee of the Board of Directors. These performance-based restricted stock units will vest on June 8, 2021, and vested shares will be delivered to the reporting person not later than 30 days after the vesting date. |
| 13. These are time-based restricted stock units that vest in three equal annual installments commencing on June 8, 2019. Vested shares will be delivered to the reporting person not later than 30 days after each vesting date. |
| 14. These are time-based restricted stock units that vest in three equal annual installments commencing on June 7, 2020. Vested shares will be delivered to the reporting person not later than 30 days after each vesting date. |
| 15. These are time-based restricted stock units that vest in three equal annual installments commencing on June 8, 2021. Vested shares will be delivered to the reporting person not later than 30 days after each vesting date. |
| Remarks: |
| /s/Shyam K. Reddy, as attorney-in-fact for Mitchell B. Lewis | 05/24/2021 | |
| ** 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. | ||