| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BECN | Series A Preferred Stock | Other | -400K | -100% | 0 | Jul 6, 2023 | Common Stock | 9.69M | By affiliate | F1, F2, F3, F4, F5, F6 |
| Id | Content |
|---|---|
| F1 | 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. |
| F2 | 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. |
| F3 | The Series A Preferred Stock is convertible at any time at the option of the holder and has no expiration date. |
| F4 | 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. |
| F5 | 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). |
| F6 | 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. |