Edgar Filing: Builders FirstSource, Inc.

Ownership Submission

FORM 4

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRANK RAMSEY A

2. Issuer Name and Ticker or Trading Symbol
Builders FirstSource, Inc. [BLDR]

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

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

(Last)

(First)

(Middle)

C/O JLL PARTNERS, INC., 450 LEXINGTON AVENUE, SUITE 3350

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2006

(Street)

NEW YORK, NY 10017

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	02/27/2006		J		17,305,103	D	⁽¹⁾ ⁽²⁾	0	I	By Building Products, LLC

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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 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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRANK RAMSEY A C/O JLL PARTNERS, INC. 450 LEXINGTON AVENUE, SUITE 3350 NEW YORK, NY 10017	X	X

Signatures

/s/ Ramsey A. Frank		03/01/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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. 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. Before the consummation of this transaction, Mr. Frank 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. Frank's position as a member of the board of managers of Building Products, LLC, as well as his position as a managing member of JLL Associates III, L.P., the general partner of JLL Fund III.
(2)	As a result of the consummation of this transaction, JLL Fund III will have no beneficial ownership of shares of the Company's Common Stock, and Building Products, LLC and Mr. Frank may no longer be deemed to be the beneficial owners of any shares of Common Stock held by Building Products, LLC by virtue of the terms of the amended and restated limited liability company agreement of Building Products, LLC.

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