Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Fennebresque Kim S

(Last)

(First)

(Middle)

1950 SPECTRUM CIRCLE

(Street)

MARIETTA

30067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BlueLinx Holdings Inc. [ BXC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/18/2024		M		2,601⁽¹⁾	A	⁽²⁾	7,530	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽²⁾	05/17/2024		A		2,234		⁽³⁾	⁽³⁾	Common Stock	2,234	$0	2,234	D
Restricted Stock Units	⁽²⁾	05/18/2024		M			2,601	⁽¹⁾	⁽¹⁾	Common Stock	2,601	$0	0	D
Restricted Stock Units	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	21,334		21,334	I	By grantor trust
Restricted Stock Units	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	9,485		9,485	I	By grantor trust
Restricted Stock Units	⁽²⁾							⁽⁶⁾	⁽⁶⁾	Common Stock	15,108		15,108	I	By grantor trust
Restricted Stock Units	⁽²⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	22,253		22,253	I	By grantor trust
Restricted Stock Units	⁽²⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	10,294		10,294	I	By grantor trust
Restricted Stock Units	⁽²⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	14,754		14,754	I	By grantor trust
Restricted Stock Units	⁽²⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	9,090		9,090	I	By grantor trust

Explanation of Responses:

1. Represents the conversion of restricted stock units that vested on May 18, 2024. Vested shares will be delivered to the reporting person not later than 30 days after the vesting date.

2. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock.

3. The restricted stock units vest on the first anniversary date of the date of grant. Vested shares will be delivered to the reporting person not later than 30 days after the vesting date.

4. The restricted stock united vested on May 21, 2021. Vested shares will be delivered to the reporting person within 30 days after the earlier of May 21, 2030, or termination of reporting person's service on the Board of Directors.

5. The restricted stock united vested on May 17, 2020. Vested shares will be delivered to the reporting person within 30 days after the earlier of May 17, 2029, or termination of reporting person's service on the Board of Directors.

6. The restricted stock united vested on January 11, 2019. Vested shares will be delivered to the reporting person within 30 days after the earlier of January 11, 2028, or termination of reporting person's service on the Board of Directors.

7. The restricted stock united vested on January 11, 2018. Vested shares will be delivered to the reporting person within 30 days after the earlier of January 11, 2027, or termination of reporting person's service on the Board of Directors.

8. The restricted stock united vested on May 20, 2017. Vested shares will be delivered to the reporting person within 30 days after the earlier of May 20, 2026, or termination of reporting person's service on the Board of Directors.

9. The restricted stock united vested on March 31, 2017. Vested shares will be delivered to the reporting person within 30 days after the earlier of March 31, 2026, or termination of reporting person's service on the Board of Directors.

10. The restricted stock united vested on January 13, 2016. Vested shares will be delivered to the reporting person within 30 days after the earlier of January 13, 2025, or termination of reporting person's service on the Board of Directors.

Remarks:

Exhibit List: Exhibit 24 Power of Attorney

	/s/ Christin Lumpkin, as attorney-in-fact for Kim S. Fennebresque	05/21/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and appoints each of Tricia Kinney, Christin Lumpkin, and Brad Resler, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1)

execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of BlueLinx Holdings Inc. (“Company”) and Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules thereunder;

(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, and/or 5, including any amendments and supplements thereto, and file such form and all exhibits with the United States Securities and Exchange Commission (“SEC”) and any stock exchange or similar authority, including without limitation, the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file such Form 3, 4 and 5 electronically with the SEC; and

(3)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 29^th day of February, 2024.