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).
1. Name and Address of Reporting Person*
Lewis Mitchell B
(Last) (First) (Middle)
1950 SPECTRUM CIRCLE
(Street)
MARIETTA GA 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)
06/07/2021
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)
Code V Amount (A) or (D) Price
Common Stock 20,753 I By grantor retained annuity trust
Common Stock 06/07/2021 M 38,333(1) A (2) 38,333 D
Common Stock 06/07/2021 F 17,289(3) D $44.96 21,044 D
Common Stock 06/08/2021 M 66,667(4) A (2) 87,711 D
Common Stock 06/08/2021 F 30,067(5) D $44.46 57,644 D
Common Stock 06/08/2021 M 30,715(6) A (2) 88,359 D
Common Stock 06/08/2021 F 13,853(7) D $44.46 74,506 D
Common Stock 06/08/2021 M 10,239(8) A (2) 84,745 D
Common Stock 06/08/2021 F 4,618(9) D $44.46 80,127 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 06/07/2021 M 38,333 (1) (1) Common Stock 38,333 $0 0 D
Restricted Stock Units (2) 06/08/2021 M 66,667 (4) (4) Common Stock 66,667 $0 0 D
Restricted Stock Units (2) 06/08/2021 M 30,715 (6) (6) Common Stock 30,715 $0 0 D
Restricted Stock Units (2) 06/08/2021 M 10,239 (8) (8) Common Stock 10,239 $0 0 D
Explanation of Responses:
1. Represents the conversion of restricted stock units that vested on June 7, 2021. These are time-based restricted stock units that were scheduled to vest in three equal annual installments commencing on June 7, 2020. However, pursuant to the Retirement and Transition Services Agreement (the "Retirement Agreement") the reporting person entered into with the Company on April 15, 2021, the time-based restricted stock units that were scheduled to vest on June 7, 2022 were accelerated to vest on June 7, 2021. As a result, this amount represents the conversion of restricted stock units that were scheduled to vest on June 7, 2022 as well.
2. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. (the "Company") common stock.
3. These shares were withheld to cover tax withholding obligations when 38,333 time-based restricted stock units vested on June 7, 2021.
4. Represents the conversion of restricted stock units that vested on June 8, 2021. These are time-based restricted stock units that were scheduled to vest in three equal annual installments commencing on June 8, 2021. However, pursuant to the Retirement Agreement, the time-based restricted stock units that were scheduled to vest on June 8, 2022 were accelerated to vest on June 8, 2021. As a result, this amount represents the conversion of restricted stock units that were scheduled to vest on June 8, 2022 as well. The remainder of the time-based restricted stock units that were scheduled to vest on June 8, 2023 were forfeited pursuant to the Retirement Agreement.
5. These shares were withheld to cover tax withholding obligations when 66,667 restricted stock units vested on June 8, 2021.
6. Represents the conversion of performance-based restricted stock units that vested on June 8, 2021. These are performance-based restricted stock units that were granted on June 8, 2018. The performance criteria were satisfied on November 12, 2020 and certified by the Compensation Committee of the Board of Directors.
7. These shares were withheld to cover tax withholding obligations when 30,715 performance-based restricted stock units vested on June 8, 2021.
8. Represents the conversion of restricted stock units that vested on June 8, 2021. These are time-based restricted stock units that vested in three equal annual installments commencing on June 8, 2019.
9. These shares were withheld to cover tax withholding obligations when 10,239 time-based restricted stock units vested on June 8, 2021.
Remarks:
/s/Shyam K. Reddy, as attorney-in-fact for Mitchell B. Lewis 06/09/2021
** 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).
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