Amended Statement of Beneficial Ownership (sc 13d/a)
May 21 2019 - 5:06PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BlueLinx
Holdings Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
09624H208
(CUSIP Number)
Christopher Shackelton/Adam Gray
105 Rowayton Avenue
Rowayton, CT 06853
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
May 17, 2019
(Date of Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of
§240.13d-1(e),
§240.13d-1(f)
or
§240.13d-1(g),
check the following box. ☐
*
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The remainder of this cover page shall be filled out for a reporting persons 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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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of section 18 of the Securities
Exchange Act of 1934 (
Act
) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 09624H208
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1.
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Names of
reporting persons.
Coliseum Capital Management, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 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
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7.
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Sole voting power
0
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8.
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Shared voting power
709,055
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
709,055
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11.
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Aggregate amount beneficially owned by each reporting person
709,055
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
7.6%
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14.
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Type of reporting person (see
instructions)
IA
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Page 2 of 9
CUSIP No. 09624H208
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1.
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Names of
reporting persons.
Coliseum Capital, LLC
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 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
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7.
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Sole voting power
0
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8.
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Shared voting power
516,886
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
516,886
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11.
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Aggregate amount beneficially owned by each reporting person
516,886
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
5.5%
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14.
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Type of reporting person (see
instructions)
OO
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Page 3 of 9
CUSIP No. 09624H208
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1.
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Names of
reporting persons.
Coliseum Capital Partners, L.P.
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
WC
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 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
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7.
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Sole voting power
0
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8.
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Shared voting power
516,886
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
516,886
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11.
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Aggregate amount beneficially owned by each reporting person
516,886
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
5.5%
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14.
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Type of reporting person (see
instructions)
PN
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Page 4 of 9
CUSIP No. 09624H208
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1.
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Names of
reporting persons.
Adam Gray
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
United
States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
|
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Shared voting power
709,055
|
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9.
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Sole dispositive power
0
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10.
|
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Shared dispositive power
709,055
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11.
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Aggregate amount beneficially owned by each reporting person
709,055
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
7.6%
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14.
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Type of reporting person (see
instructions)
IN
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Page 5 of 9
CUSIP No. 09624H208
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1.
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Names of
reporting persons.
Christopher Shackelton
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2.
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Check the appropriate box if a member
of a group (see instructions)
(a) ☐ (b) ☒
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3.
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SEC use only
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4.
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Source of funds (see instructions)
AF
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5.
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Check if disclosure of legal
proceedings is required pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or place of
organization
United
States
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Number of
shares
beneficially
owned by
each
reporting
person
with
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7.
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Sole voting power
0
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8.
|
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Shared voting power
709,055
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9.
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Sole dispositive power
0
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10.
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Shared dispositive power
709,055
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11.
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Aggregate amount beneficially owned by each reporting person
709,055
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12.
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Check if the aggregate amount in Row
(11) excludes certain shares (see instructions)
☐
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13.
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Percent of class represented by amount
in Row (11)
7.6%
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14.
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Type of reporting person (see
instructions)
IN
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Page 6 of 9
CUSIP No. 09624H208
Explanatory Note:
This Amendment No. 1 (this
Amendment
) to the Schedule 13D (the
Initial 13D
) relating to
BlueLinx Holdings Inc. (the
Issuer
), filed by the Reporting Persons with the Securities and Exchange Commission on April 15, 2019, amends and supplements certain of the items set forth therein.
As used in this Amendment, the term
Reporting Persons
collectively refers to:
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Coliseum Capital Management, LLC, a Delaware limited liability company (
CCM
);
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Coliseum Capital, LLC, a Delaware limited liability company (
CC
);
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Coliseum Capital Partners, L.P., a Delaware limited partnership (
CCP
);
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Adam Gray (
Gray
); and
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Christopher Shackelton (
Shackelton
).
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Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby supplemented as follows:
The source and amount
of funds used in purchasing the Common Stock by the Reporting Persons and a separate account investment advisory client of CCM (the
Separate Account
) were as follows:
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Purchaser
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Source of Funds
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Amount
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CCP
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Working Capital
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$
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2,401,243.20
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Separate Account
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Working Capital
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$
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864,937.12
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Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended and supplemented as follows:
(a)
(b) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein. The percentages set forth in Row 13 of all the
cover pages filed herewith are calculated based upon 9,346,727 shares of Common Stock outstanding as of May 3, 2019, as reported in the Issuers Quarterly Report on Form
10-Q
filed with the
Securities and Exchange Commission on May 8, 2019.
(c)
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The Reporting Persons effected the following transactions in the Common Stock on the dates indicated and such
transactions are the only transactions in the Common Stock by the Reporting Persons in the sixty (60) days preceding the date of this Amendment, or since the most recent filing of Schedule 13D by the Reporting Persons, whichever is less.
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Name
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Purchase or Sale
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Date
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Number of
Shares
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Weighted
Average
Price Per
Share
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Range of Prices
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CCP
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Open Market Purchase
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4/15/2019
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6,407
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$
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23.886
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$
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23.850 - $24.000
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Separate Account
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Open Market Purchase
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4/15/2019
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2,293
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$
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23.886
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$
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23.850 - $24.000
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CCP
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Open Market Purchase
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5/9/2019
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19,209
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$
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24.694
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$
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24.220 - $25.000
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Separate Account
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Open Market Purchase
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5/9/2019
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6,898
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$
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24.694
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$
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24.220 - $25.000
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CCP
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Open Market Purchase
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5/10/2019
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5,954
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$
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24.463
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$
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24.155 - $24.750
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Separate Account
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Open Market Purchase
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5/10/2019
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2,146
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$
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24.463
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$
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24.155 - $24.750
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CCP
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Open Market Purchase
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5/16/2019
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27,800
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$
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23.464
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$
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23.330 - $23.500
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Separate Account
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Open Market Purchase
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5/16/2019
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10,022
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$
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23.464
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$
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23.330 - $23.500
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CCP
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Open Market Purchase
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5/17/2019
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42,165
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$
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23.145
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$
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22.975 - $23.250
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Separate Account
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Open Market Purchase
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5/17/2019
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15,216
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$
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23.145
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$
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22.975 - $23.250
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CCP
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Open Market Purchase
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5/20/2019
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16,911
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$
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23.369
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$
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23.250 - $23.500
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Separate Account
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Open Market Purchase
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5/20/2019
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6,092
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$
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23.369
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$
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23.250 - $23.500
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(d)
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Except as set forth in Item 6 hereof, no person has the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common Stock reported herein.
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The information in Item 6 hereof is incorporated by
reference herein.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 is hereby amended and supplemented as follows:
CCM is an
investment adviser whose clients, including CCP and the Separate Account, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. CC is the general partner of CCP. Gray and
Shackelton are the managers of CC and CCM.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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DATED: May 21, 2019
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COLISEUM CAPITAL MANAGEMENT, LLC
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CHRISTOPHER SHACKELTON
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By:
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/s/ Thomas Sparta
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By:
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/s/ Thomas Sparta
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Thomas Sparta,
Attorney-in-fact
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Thomas Sparta,
Attorney-in-fact
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COLISEUM CAPITAL, LLC
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ADAM GRAY
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By:
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/s/ Thomas Sparta
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By:
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/s/ Thomas Sparta
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Thomas Sparta,
Attorney-in-fact
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Thomas Sparta,
Attorney-in-fact
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COLISEUM CAPITAL PARTNERS, L.P.
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By: Coliseum Capital, LLC, General Partner
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By:
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/s/ Thomas Sparta
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Thomas Sparta,
Attorney-in-fact
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