Beacon Roofing Supply (BECN) Form 4 BEACON ROOFING SUPPLY / Christopher Carl Nelson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Nelson Christopher Carl

(Last) (First) (Middle)

505 HUNTMAR PARK DR

SUITE 300

(Street)

HERNDON VA 20170

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BEACON ROOFING SUPPLY INC [ BECN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CTO

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2023

4. If Amendment, Date of 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

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, $0.01 par value	11/12/2023		M		2,096	A	$0.00	2,096	D
Common Stock, $0.01 par value	11/12/2023		F		946	D	$75.89	1,150	D
Common Stock, $0.01 par value	11/12/2023		A		7,965	A	$0.00(1)	9,115	D
Common Stock, $0.01 par value	11/12/2023		F		3,593	D	$75.89	5,522	D
Common Stock, $0.01 par value	11/14/2023		S		2,523	D	$77.33(2)	2,999	D
Common Stock, $0.01 par value	11/14/2023		G(3)		2,999	D	$0.00	0.00	D
Common Stock, $0.01 par value	11/14/2023		G(3)		2,999	A	$0.00	16,912	I	By Nelson Revocable Trust

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units (RSUs)	(4)	11/12/2023		M			2,096	(5)	(5)	Common Stock, $0.01 par value	2,096	$0.00	0.00	D

Explanation of Responses:

1. Represents shares issued upon settlement of restricted stock units on satisfaction of performance criteria.

2. Transaction made pursuant to a Rule 10b5-1(c) plan adopted on March 13, 2023.

3. Represents a transfer to the Nelson Revocable Trust, dated June 2, 2022, of which the Reporting Person and his spouse serve as trustees.

4. Each restricted stock unit represents a contingent right to receive one (1) share of BECN common stock.

5. On November 12, 2020, the reporting individual was granted restricted stock units which vested and settled on the third anniversary of the grant date.

Remarks:

	/s/ Christopher C. Nelson	11/14/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.