EXPLANATORY NOTE
PREAMBLE
This Amendment No. 12 (the
Amendment) amends the Statement on Schedule 13D initially filed on January 2, 2018 with the Securities and Exchange Commission and amended on November 21, 2018, March 14, 2019, June 28, 2019, September 25,
2019, February 24, 2021, April 29, 2021, March 4, 2022, October 28, 2022, July 7, 2023, August 1, 2023 and August 10, 2023 (as amended, the Schedule 13D) by (i) CD&R Boulder Holdings,
L.P., a Cayman Islands exempted limited partnership (CD&R Holdings), and (ii) CD&R Investment Associates IX, Ltd. (CD&R Holdings GP) (together with CD&R Holdings, collectively, the
Reporting Persons).
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Schedule 13D is hereby amended and supplemented by inserting the follow at the end thereof.
On September 11, 2023, CD&R Holdings acquired from CS 46,170 Common Shares for a total acquisition price of $2,935,982.62 pursuant to the Third
Agreement. CD&R Holdings funded the acquisitions with cash dividends on the Preferred Shares received by CD&R Holdings since May 1, 2023.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the
Schedule 13D is hereby supplemented to include the following information.
On December 11, 2023, CD&R Holdings sold 5,000,000
Common Shares of Beacon Roofing Supply, Inc., a Delaware corporation (the Issuer), to RBC Capital Markets, LLC (the Underwriter) at a price of $79.73 per Common Share, in a registered offering (the
Offering) pursuant to an underwriting agreement, dated as of December 6, 2023 (the Underwriting Agreement), by and among the Issuer, CD&R Holdings and the Underwriter. Pursuant to the Underwriting
Agreement, CD&R Holdings has granted the Underwriter a 30-day option to purchase up to an additional 750,000 Common Shares from CD&R Holdings. Upon the closing of the Offering, CD&R Holdings
directly owned 5,218,134 Common Shares.
In connection with the Offering, CD&R Holdings entered into a
lock-up letter agreement (the Lock-Up Agreement) with the Underwriters under which it has agreed, subject to certain exceptions, that it will not, during the
period of 30 days following the date of the prospectus covering the Offering, offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any shares of the Issuers Common Shares, or any
options or warrants to purchase Common Shares, or any securities convertible into, exchangeable for or that represent the right to receive Common Shares.
The foregoing descriptions of the Underwriting Agreement and Lock-Up Agreement do not purport to be
complete and are qualified in their entirety by reference to the Underwriting Agreement and Lock-Up Agreement, which are filed as Exhibit 1 and Exhibit 2 hereto and are incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a)(i) and (c) in their entirety and replacing them as follows.
(a) (i) CD&R Holdings is the beneficial owner of 5,218,134 Common Shares, representing approximately 8.2% of the outstanding Common
Shares, based on 63,301,524 Common Shares outstanding as of November 27, 2023, as reported in the Issuers prospectus supplement filed pursuant to Rule 424(b)(1), filed December 6, 2023. All of these Common Shares may be deemed to be
beneficially owned by CD&R Holdings GP.
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