CD&R Investment Associates IX, Ltd. - Dec 11, 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: Dec 11, 2023
Transactions value $: $398,650,000
Form type: 4
Date filed: 12/11/2023, 04:30 PM
Previous filing: Sep 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	BECN	Common Stock	Sale	$399M	+5M	+2292.17%	$79.73	5.22M	Dec 11, 2023	By affiliate	F1, F2

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

CD&R Investment Associates IX, Ltd. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 September 11, 2023. The Reporting Persons previously paid the Issuer voluntary disgorgement of $917,365.58 in connection with the September 11, 2023 purchase of common stock and August 10, 2023 sale of common stock (in accordance with Rule 16b-6(c)(2) under the Act). As the sale price reported herein does not exceed the sale price of the common stock on August 10, 2023, the Reporting Persons have not realized any incremental profit in connection with such short-swing transactions and are not required to pay disgorgement (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 September 11, 2023. The Reporting Persons previously paid the Issuer voluntary disgorgement of $917,365.58 in connection with the September 11, 2023 purchase of common stock and August 10, 2023 sale of common stock (in accordance with Rule 16b-6(c)(2) under the Act). As the sale price reported herein does not exceed the sale price of the common stock on August 10, 2023, the Reporting Persons have not realized any incremental profit in connection with such short-swing transactions and are not required to pay disgorgement (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.