CD&R Investment Associates IX, Ltd. - Aug 10, 2023 Form 4 Insider Report for BEACON ROOFING SUPPLY INC (BECN)

Role: 10%+ Owner
Signature: CD&R Investment Associates IX, Ltd., By: /s/ Rima Simson, Vice President, Treasurer and Secretary
Stock symbol: BECN
Transactions as of: Aug 10, 2023
Transactions value $: -$417,300,000
Form type: 4
Date filed: 8/10/2023, 04:17 PM
Previous filing: Jul 7, 2023
Next filing: Sep 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BECN	Common Stock	Sale	-$417M	-5M	-32.96%	$83.46	10.2M	Aug 10, 2023	By affiliate	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sale of common 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 purchase of common stock on April 28, 2023. The Reporting Persons previously paid the Issuer voluntary disgorgement of $2,076,355 in connection with the April 28, 2023 purchase of common stock and July 6, 2023 sale of Series A Cumulative Convertible Participating Preferred Stock (the "Series A Preferred Stock") (in accordance with Rule 16b-6(c)(2) under the Act). As the sale price reported herein exceeds the sale price of the Series A Preferred Stock, the Reporting Persons have paid the Issuer voluntary disgorgement of $259,688, representing the incremental amount of the profit realized in connection with such short-swing transactions (in accordance with Rule 16b-6(c)(2) under the Act).
F2	These securities are owned directly by CD&R Boulder Holdings, L.P. ("CD&R Stockholder"). CD&R Associates IX, Ltd., as the general partner of CD&R Stockholder may be deemed to beneficially own the shares of common stock held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of common stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.

Content

The sale of common 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 purchase of common stock on April 28, 2023. The Reporting Persons previously paid the Issuer voluntary disgorgement of $2,076,355 in connection with the April 28, 2023 purchase of common stock and July 6, 2023 sale of Series A Cumulative Convertible Participating Preferred Stock (the "Series A Preferred Stock") (in accordance with Rule 16b-6(c)(2) under the Act). As the sale price reported herein exceeds the sale price of the Series A Preferred Stock, the Reporting Persons have paid the Issuer voluntary disgorgement of $259,688, representing the incremental amount of the profit realized in connection with such short-swing transactions (in accordance with Rule 16b-6(c)(2) under the Act).

These securities are owned directly by CD&R Boulder Holdings, L.P. ("CD&R Stockholder"). CD&R Associates IX, Ltd., as the general partner of CD&R Stockholder may be deemed to beneficially own the shares of common stock held by CD&R Stockholder. CD&R Investment Associates IX, Ltd. expressly disclaims beneficial ownership of the shares of common stock held by CD&R Stockholder, except to the extent of its pecuniary interest therein.