ROBERT M. MCLAUGHLIN - 29 Apr 2025 Form 4 Insider Report for QXO BUILDING PRODUCTS, INC. (BECN)

Role
Director
Signature
/s/ Christine E. Reddy, Attorney-in-Fact
Issuer symbol
BECN
Transactions as of
29 Apr 2025
Transactions value $
-$4,125,560
Form type
4
Filing time
29 Apr 2025, 13:31:40 UTC
Previous filing
07 Jun 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction BECN Common Stock, $0.01 par value Disposition pursuant to a tender of shares in a change of control transaction -$1.62M -13K -54.27% $124.35 11K 29 Apr 2025 Direct F1
transaction BECN Common Stock, $0.01 par value Disposed to Issuer -$1.36M -11K -100% $124.35 0 29 Apr 2025 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction BECN Restricted Stock Units (RSUs) Disposed to Issuer -$973K -7.82K -100% $124.35 0 29 Apr 2025 Common Stock, $0.01 par value 7.82K Direct F3, F4
transaction BECN Restricted Stock Units (RSUs) Disposed to Issuer -$174K -1.4K -100% $124.35 0 29 Apr 2025 Common Stock, $0.01 par value 1.4K Direct F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

ROBERT M. MCLAUGHLIN is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 As contemplated by the Agreement and Plan of Merger dated as of March 20, 2025 (the "Merger Agreement") by and among Beacon Roofing Supply, Inc. (the "Company"), QXO, Inc. ("QXO") and Queen MergerCo, Inc., a wholly owned subsidiary of QXO (the "Merger Sub"), Merger Sub offered to purchase all of the issued and outstanding shares of Common Stock of the Company for $124.35 per share (the "Offer"). Merger Sub accepted all shares tendered by the Reporting Person for purchase pursuant the Offer.
F2 Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company. Pursuant to the terms of the Merger Agreement, each share of Common Stock of the Company held by the Reporting Person was converted into the right to receive $124.35 in cash.
F3 Each RSU represented a contingent right to receive one (1) share of Common Stock of the Company.
F4 Pursuant to the terms of the Merger Agreement, each vested RSU held by the Reporting Person was converted into the right to receive $124.35 in cash. All such RSUs were fully vested prior to the date of the Merger Agreement, with retirement from the board the sole condition to settlement.
F5 Pursuant to the terms of the Merger Agreement, each unvested RSU held by the Reporting Person was converted into the right to receive $124.35 in cash. The RSUs were scheduled to vest on the date referenced in column 6.