BUILDERS FIRSTSOURCE, INC.
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(Name of Issuer)
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Common stock, par value $0.01 per share
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(Title of Class of Securities)
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12008R-10-7
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(CUSIP Number)
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JLL Building Holdings, LLC
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450 Lexington Avenue, 31st Floor
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New York, New York 10017
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(212) 286-8600
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Attention: Paul S. Levy
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With copies to:
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Robert B. Pincus, Esq.
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Skadden, Arps, Slate, Meagher & Flom LLP
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One Rodney Square, P.O. Box 636
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Wilmington, Delaware 19899-0636
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(302) 651-3000
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(Name, Address and Telephone Number of Person Authorized
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to Receive Notices and Communications)
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March 2, 2017
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(Date of Event Which Requires Filing of This Statement)
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* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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SCHEDULE 13D
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CUSIP No. 12008R-10-7
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1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLL Building Holdings, LLC
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||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠ (b) ☐
|
||
3
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SEC USE ONLY
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||
4
|
SOURCE OF FUNDS
OO
|
||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
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||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
24,344,584
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||
9
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SOLE DISPOSITIVE POWER
None
|
||
10
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SHARED DISPOSITIVE POWER
24,344,584
|
||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%
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||
14
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TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
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|||
CUSIP No. 12008R-10-7
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|||
1
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLL Partners Fund V, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
24,344,584
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
24,344,584
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%
|
||
14
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TYPE OF REPORTING PERSON
PN
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SCHEDULE 13D
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|||
CUSIP No. 12008R-10-7
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLL Associates V, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
24,344,584
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
24,344,584
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%
|
||
14
|
TYPE OF REPORTING PERSON
PN
|
SCHEDULE 13D
|
|||
CUSIP No. 12008R-10-7
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) JLL Associates G.P. V, L.L.C.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
24,344,584
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
24,344,584
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%
|
||
14
|
TYPE OF REPORTING PERSON
OO
|
SCHEDULE 13D
|
|||
CUSIP No. 12008R-10-7
|
|||
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Paul S. Levy
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ⊠ (b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
OO
|
||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
None
|
|
8
|
SHARED VOTING POWER
24,344,584
|
||
9
|
SOLE DISPOSITIVE POWER
None
|
||
10
|
SHARED DISPOSITIVE POWER
24,344,584
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,344,584
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.7%
|
||
14
|
TYPE OF REPORTING PERSON
IN
|
1 |
Calculation of beneficial ownership is based upon a total of 112,044,693 shares of Common Stock of the Company issued and outstanding as of March 1, 2017, based on a prospectus supplement filed with the SEC on March 6, 2017, by the Company pursuant to Rule 424(b)(5) under the Securities Act.
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Exhibit A |
Joint Filing Agreement, dated as of March 7, 2017.
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Exhibit B |
Underwriting Agreement, dated as of March 2, 2017.
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JLL BUILDING HOLDINGS, LLC
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By JLL Partners Fund V, L.P.
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By its General Partner, JLL Associates V, L.P.
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By its General Partner, JLL Associates G.P. V, L.L.C.
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/s/ Daniel Agroskin
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Paul S. Levy, Authorized Signatory of JLL Associates G.P. V, L.L.C.
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JLL PARTNERS FUND V, L.P.
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By its General Partner, JLL Associates V, L.P.
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By its General Partner, JLL Associates G.P. V, L.L.C.
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/s/ Daniel Agroskin
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||
Daniel Agroskin, Authorized Signatory of JLL Associates G.P. V, L.L.C.
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JLL ASSOCIATES V, L.P.
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By its General Partner, JLL Associates G.P. V, L.L.C.
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/s/ Daniel Agroskin
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Daniel Agroskin, Authorized Signatory of JLL Associates G.P. V, L.L.C.
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JLL ASSOCIATES G.P. V, L.L.C.
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/s/ Daniel Agroskin
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Daniel Agroskin, Authorized Signatory
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/s/ Paul S. Levy
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Paul S. Levy
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