Form 4 - Statement of changes in beneficial ownership of securities

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* CD&R Investment Associates IX, Ltd. (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE (Street) NEW YORK NY 10152 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BEACON ROOFING SUPPLY INC [ BECN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 07/06/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person
	Rule 10b5-1(c) Transaction Indication Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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
Series A Preferred Stock	(1)	07/06/2023		J(2)			400,000	(3)(4)	(3)(4)	Common Stock	9,694,619	(2)(5)	0	I	By affiliate(6)

1. Name and Address of Reporting Person* CD&R Investment Associates IX, Ltd. (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE (Street) NEW YORK NY 10152 (City) (State) (Zip)

1. Name and Address of Reporting Person* CD&R Boulder Holdings, L.P. (Last) (First) (Middle) C/O CLAYTON, DUBILIER & RICE, LLC 375 PARK AVENUE (Street) NEW YORK NY 10152 (City) (State) (Zip)

Explanation of Responses:

1. The Series A Cumulative Convertible Participating Preferred Stock ("Series A Preferred Stock") of Beacon Roofing Supply, Inc. (the "Issuer") is convertible into shares of the Issuer's common stock (the "common stock") at a price per share of $41.26, which is subject to anti-dilution adjustments, including in the event of any stock split, stock dividend, recapitalization or similar event.

2. On July 6, 2023, the Issuer and CD&R Boulder Holdings, L.P. ("CD&R Stockholder") entered into a repurchase letter agreement, pursuant to which the Issuer agreed to repurchase all of the issued and outstanding shares of Series A Preferred Stock held directly by CD&R Stockholder, for an aggregate amount equal to (i) $804,500,000, plus (ii) accrued and unpaid dividends on the Series A Preferred Stock as of the repurchase date to be specified by the Issuer, but which shall occur no later than August 11, 2023, plus (iii) in the event that any future dividends are paid in respect of the Series A Preferred Stock in the form of shares of Series A Preferred Stock, the amount of such dividends.

3. The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date.

4. The Issuer may, at its option, require conversion of all (but not less than all) of the outstanding shares of Series A Preferred Stock to shares of the common stock if at any time the common stock trading price exceeds 200% of the then-effective conversion price for at least 75 out of 90 trailing trading days. The Series A Preferred Stock accrues dividends at a rate of 6.0% per annum, payable in cash or in additional shares of Series A Preferred Stock, provided that, in the case of certain specified triggering events (including the Issuer's failure to pay dividends on the Series A Preferred Stock), the dividend rate shall become 9.0% per annum for so long as such triggering event remains in effect. Holders of Series A Preferred Stock are also entitled to receive certain dividends declared or paid on the common stock on an as-converted basis.

5. The repurchase of the Reporting Persons' Series A Preferred Stock reported herein may be matchable under Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Act"), with the Reporting Persons' previously reported purchases of common stock on January 30, 2023 and April 28, 2023. The Reporting Persons have agreed to pay the Issuer voluntary disgorgement of $4,743,386, representing the full amount of the profit realized in connection with such short-swing transactions (in accordance with Rule 16b-6(c)(2) under the Act).

6. CD&R Associates IX, Ltd., as the general partner of CD&R Stockholder may be deemed to beneficially own the shares of Series A Preferred Stock held directly by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of Series A Preferred Stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

Remarks:

	CD&R Investment Associates IX, Ltd., By: /s/ Rima Simson, Vice President, Treasurer and Secretary	07/07/2023
	CD&R Boulder Holdings, L.P., By: CD&R Investment Associates IX, Ltd, general partner; By: /s/ Rima Simson, Vice President, Treasurer and Secretary	07/07/2023
	** 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.

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