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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| LEVY PAUL S C/O JLL PARTNERS, INC. 450 LEXINGTON AVENUE, SUITE 3350 NEW YORK, NY 10017 |
X | X | ||
| /s/ Paul S. Levy | 03/01/2006 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Effective February 27, 2006, JLL Partners Fund V, L.P. ("JLL Fund V") and Warburg Pincus Private Equity IX, L.P. each acquired 50% of the limited liability company interests of Building Products, LLC (f.k.a. JLL Building Products, LLC) from the former members of Building Products, LLC, including JLL Partners Fund II, L.P. ("JLL Fund II") and JLL Partners Fund III, L.P. ("JLL Fund III"), for an aggregate purchase price of $398,017,369. |
| (2) | Before the consummation of this transaction, Mr. Levy may have been deemed to have been the indirect beneficial owner of the 17,305,103 shares of common stock, par value $0.01 per share (the "Common Stock"), of Builders FirstSource, Inc. (the "Company") held by Building Products, LLC by virtue of Mr. Levy's position as a member of the board of managers of Building Products, LLC, his position as sole general partner of JLL Associates II, L.P., the general partner of JLL Fund II, and his position as a managing member of JLL Associates III, L.L.C., the general partner of JLL Fund III. As a result of the consummation of this transaction, Mr. Levy may be deemed to be the indirect beneficial owner of 8,652,551.5 of the shares of the Company's Common Stock held by Building Products, LLC by virtue of his position as sole managing member of JLL Associates G.P. V, L.L.C., which is the general partner of JLL Associates V, L.P., which in turn is the general partner of JLL Fund V. |
| (3) | Mr. Levy only has a pecuniary interest in a portion of the shares set forth herein. |