Amended Statement of Ownership (sc 13g/a)
February 13 2020 - 3:11PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
BlueLinx
Holdings 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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09624H208
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(CUSIP Number)
|
January
30, 2020
|
(Date of Event which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐
Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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).
SCHEDULE 13G/A
1
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Names of Reporting Persons
|
GrizzlyRock Capital, LLC
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2
|
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
|
|
4
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
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5
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Sole Voting Power
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0
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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0
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9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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0
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10
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Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
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Percent of class represented by amount in row (9)
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0.00%
|
12
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Type of Reporting Person (See Instructions)
|
OO
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|
|
|
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SCHEDULE 13G/A
1
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Names of Reporting Persons
|
GrizzlyRock GP, 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
|
|
4
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Citizenship or Place of Organization
|
Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
|
5
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Sole Voting Power
|
0
|
6
|
Shared Voting Power
|
0
|
7
|
Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
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Percent of class represented by amount in row (9)
|
0.00%
|
12
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Type of Reporting Person (See Instructions)
|
OO
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|
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|
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SCHEDULE 13G/A
1
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Names of Reporting Persons
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GrizzlyRock
Institutional Value 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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Citizenship or Place of Organization
|
Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
|
5
|
Sole Voting Power
|
0
|
6
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Shared Voting Power
|
0
|
7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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0
|
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
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0
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
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11
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Percent of class represented by amount in row (9)
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0.00%
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12
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Type of Reporting Person (See Instructions)
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PN
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|
|
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SCHEDULE 13G/A
1
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Names of Reporting Persons
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Kyle Mowery
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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
|
|
4
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Citizenship or Place of Organization
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United States
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Number of Shares Beneficially Owned by
Each Reporting Person With:
|
5
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Sole Voting Power
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0
|
6
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Shared Voting Power
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0
|
7
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Sole Dispositive Power
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0
|
8
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Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
|
Percent of class represented by amount in row (9)
|
0.00%
|
12
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Type of Reporting Person (See Instructions)
|
IN
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|
|
|
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SCHEDULE 13G/A
1
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Names of Reporting Persons
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Vivaldi
Asset Management, LLC
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2
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Check the appropriate box if a member of a Group (see instructions)
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(a) ☐
(b) ☒
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3
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Sec Use Only
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4
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
|
5
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Sole Voting Power
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0
|
6
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Shared Voting Power
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0
|
7
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Sole Dispositive Power
|
0
|
8
|
Shared Dispositive Power
|
0
|
9
|
Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
|
11
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Percent of class represented by amount in row (9)
|
0.00%
|
12
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Type of Reporting Person (See Instructions)
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IA
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|
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SCHEDULE 13G/A
1
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Names of Reporting Persons
|
Vivaldi
Holdings, LLC
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2
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Check the appropriate box if a member of a Group (see instructions)
|
(a) ☐
(b) ☒
|
3
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Sec Use Only
|
|
4
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Citizenship or Place of Organization
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Delaware
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Number of Shares Beneficially Owned by
Each Reporting Person With:
|
5
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Sole Voting Power
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0
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6
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Shared Voting Power
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0
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7
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Sole Dispositive Power
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0
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8
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Shared Dispositive Power
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0
|
9
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Aggregate Amount Beneficially Owned by Each Reporting Person
|
0
|
10
|
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
|
☐
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11
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Percent of class represented by amount in row (9)
|
0.00%
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12
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Type of Reporting Person (See Instructions)
|
HC
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(a)
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Name of Issuer: BlueLinx Holdings Inc. (the
“Issuer”)
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(b)
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Address of Issuer’s Principal Executive Offices: 1950
Spectrum Circle, Marietta, Georgia 30067
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(a)
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Name of Person Filing: This Schedule 13G/A is being filed
jointly by the GrizzlyRock Group (defined below), Mr. Mowery and the Vivaldi Group (defined below).
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The parties identified in the list
below constitute the GrizzlyRock Group:
• GrizzlyRock Capital, LLC (“GrizzlyRock
Capital”), a Delaware limited liability company and investment adviser to GrizzlyRock Institutional Value Partners, LP.
• GrizzlyRock GP, LLC (“GrizzlyRock
GP”), a Delaware limited liability company and general partner of GrizzlyRock Institutional Value Partners, LP.
• GrizzlyRock Institutional
Value Partners, LP. (the “GrizzlyRock Fund”), a Delaware limited partnership.
• Kyle Mowery as the Managing
Member of GrizzlyRock Capital and GrizzlyRock GP, and as a portfolio manager of the Vivaldi Multi-Strategy Fund, The Relative Value
Fund and the Vivaldi Opportunities Fund (each as described below).
The parties identified in the list
below constitute the Vivaldi Group:
• Vivaldi Asset Management,
LLC (“Vivaldi”), an investment adviser registered with the SEC that provides investment advisory services to,
among others, (i) a series of Investment Managers Series Trust II, a registered investment company, specifically the Vivaldi Multi-Strategy
Fund, (ii) The Relative Value Fund, a Delaware statutory trust registered under the Investment Company Act of 1940, as amended
(the “Investment Company Act”), and (iii) the Vivaldi Opportunities Fund, a Maryland corporation registered
under the Investment Company Act (collectively, the “Client Accounts”).
• Vivaldi Holdings, LLC (“Vivaldi
Holdings”), a Delaware limited liability company and control person of Vivaldi.
Each of the persons identified herein
is referred to as a “Reporting Person” and, collectively, as the “Reporting Persons.” Each of the Reporting
Persons is a party to that certain Joint Filing Agreement attached hereto. The Reporting Persons are filing this Schedule 13G/A
jointly, as they may be considered a “group” under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended
to date (the “Exchange Act”). However, neither the fact of this filing nor anything contained herein shall be
deemed to be an admission by the Reporting Persons that such a group exists. Each of these parties expressly disclaims beneficial
ownership of securities held by the other parties, except as otherwise provided herein.
This statement is filed by Mr. Mowery,
with respect to the shares of Common Stock beneficially owned by him, as follows: (1) shares of Common Stock held in the name of
the GrizzlyRock Fund by virtue of Mr. Mowery’s capacity as Managing Member of GrizzlyRock Capital and GrizzlyRock GP; and
(2) shares of Common Stock held in the name of the Client Accounts by virtue of Mr. Mowery’s capacity as Portfolio
Manager of those accounts.
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(b)
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Address of Principal Business Office or, if None, Residence: The principal business address
of each of GrizzlyRock Capital, GrizzlyRock GP, the GrizzlyRock Fund and Mr. Mowery is 191 N. Wacker Drive, Suite 1500, Chicago,
IL 60606. The principal business address of each of Vivaldi and Vivaldi Holdings is 225 W. Wacker Drive, Suite 2100, Chicago, IL
60606.
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(c)
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Citizenship: United States
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(d)
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Title and Class of Securities: Common Stock, par value $0.01
per share (the “Common Stock”)
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Item 3.
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If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing
is a: Not Applicable
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(a)
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☐ Broker or dealer registered under Section 15 of the Act;
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(b)
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☐ Bank as defined in Section 3(a)(6) of the Act;
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(c)
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☐ Insurance company as defined in Section 3(a)(19) of the Act;
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(d)
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☐ Investment company registered under Section 8 of the Investment Company Act of 1940;
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(e)
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☐ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
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(f)
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☐ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
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(g)
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☐ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
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☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment
Company Act of 1940;
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(j)
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☐ A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
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(k)
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☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: ____
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(a)
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Amount
Beneficially Owned: None of the filing parties holds any shares of Common Stock.
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(b)
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Percent of Class: 0.00%
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or to direct the vote: Not applicable
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(ii)
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Shared power to vote or to direct the vote: Not applicable
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(iii)
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Sole power to dispose or to direct the disposition of:
Not applicable
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(iv)
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Shared power to dispose or to direct the disposition of: Not applicable
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed
to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following [X].
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Item 6.
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Ownership of more than Five Percent on Behalf of Another Person. Not applicable
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Item 7.
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Identification and classification of the subsidiary which acquired the security being reported
on by the parent holding company or control person. Not applicable
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Item 8.
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Identification and classification of members of the group. Each Reporting Person
may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d)
or 13(g) of the Act. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be
construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i)
acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other
group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer
or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the
issuer.
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Item 9.
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Notice of Dissolution of Group. Not applicable
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Item 10.
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Certifications. By signing below I certify that, to the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that
purpose or effect.
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SIGNATURE
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.
Dated: February 12, 2020
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GrizzlyRock Capital, LLC
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By:
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/s/ Kyle Mowery
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Kyle Mowery, Managing Member
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GrizzlyRock GP, LLC
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By:
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/s/ Kyle Mowery
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Kyle Mowery, Managing Member
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GrizzlyRock Institutional Value Partners, L.P.
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By:
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/s/ Kyle Mowery
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Kyle Mowery, Managing Member
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Kyle Mowery
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By:
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/s/ Kyle Mowery
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Vivaldi Asset Management, LLC
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By:
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/s/ Chad Eisenberg
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Chad Eisenberg, Chief Operating Officer
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Vivaldi Holdings, LLC
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By:
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/s/ Chad Eisenberg
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Chad Eisenberg, Chief Operating Officer
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Exhibit I
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing
statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement
on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition
statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy
of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information
is inaccurate.
Dated: February 12, 2020
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GrizzlyRock Capital, LLC
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By:
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/s/ Kyle Mowery
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Kyle Mowery, Managing Member
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GrizzlyRock GP, LLC
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By:
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/s/ Kyle Mowery
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Kyle Mowery, Managing Member
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GrizzlyRock Institutional Value Partners, L.P.
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By:
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/s/ Kyle Mowery
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Kyle Mowery, Managing Member
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Kyle Mowery
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By:
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/s/ Kyle Mowery
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Vivaldi Asset Management, LLC
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By:
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/s/ Chad Eisenberg
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Chad Eisenberg, Chief Operating Officer
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Vivaldi Holdings, LLC
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By:
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/s/ Chad Eisenberg
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Chad Eisenberg, Chief Operating Officer
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