Gores Capital Advisors Ii Form 4 BMC STOCK / STEVEN YAGER 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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X

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^*

GORES GROUP, LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BMC STOCK HOLDINGS, INC. [ BMCH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/16/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.01 per share	03/16/2017		S		2,484,078(1)	D	$21.06(2)	4,616,197(3)	I	See Footnotes(5)(6)
Common Stock, par value $0.01 per share	03/16/2017		S		115,922(1)	D	$21.06(2)	215,420(4)	I	See Footnotes(5)(6)

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

1. Name and Address of Reporting Person^*

GORES GROUP, LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GORES BUILDING HOLDINGS, LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GLENDON SATURN HOLDINGS, LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GORES CAPITAL PARTNERS II LP

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GORES CAPITAL ADVISORS II, LLC

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Gores Alec E

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stone Mark

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

DIGGINS VANCE W.

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GONI FERNANDO

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

YAGER STEVEN

(Last) (First) (Middle)

9800 WILSHIRE BLVD.

(Street)

BEVERLY HILLS CA 90212

(City) (State) (Zip)

Explanation of Responses:

1. Represents shares of BMC Stock Holdings, Inc.'s (the "Issuer") common stock sold in an underwritten secondary offering.

2. Represents the offering price to the underwriters in the secondary offering of $21.06 per share.

3. These shares are held of record by Gores Building Holdings, LLC ("Gores Holdings").

4. These shares are held of record by Glendon Saturn Holdings, LLC ("Glendon Saturn").

5. The Gores Group, LLC ("Gores") is the manager of Gores Holdings and Glendon Saturn and Alec E. Gores is the manager of Gores. Gores Capital Partners II, L.P. ("Gores II") is the controlling member of Gores Holdings. Gores Capital Advisors II, LLC ("Gores Advisors") is the general partner of Gores II. Gores is the manager of Gores Advisors. Gores has a five member investment committee that has voting and dispositive authority over the common stock held of record by Gores Holdings and Glendon Saturn.

6. (continued from Footnote 5) The members of the investment committee include Alec E. Gores, Mark R. Stone, Vance W. Diggins, Fernando Goni and Steven C. Yager. Each of the foregoing persons may be deemed to share voting and dispositive power with respect to the shares he1d of record by Gores Holdings and Glendon Saturn. None of the members of the investment committee, acting alone, has voting or dispositive power over any shares. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of such person's pecuniary interest therein.

Remarks:

	/s/ Eric Hattler by power of attorney for The Gores Group, LLC	03/20/2017
	/s/ Eric Hattler by power of attorney for Gores Building Holdings, LLC	03/20/2017
	/s/ Eric Hattler by power of attorney for Glendon Saturn Holdings, LLC	03/20/2017
	/s/ Eric Hattler by power of attorney for Gores Capital Partners II, L.P.	03/20/2017
	/s/ Eric Hattler by power of attorney for Gores Capital Advisors II, LLC	03/20/2017
	/s/ Eric Hattler by power of attorney for Alec E. Gores	03/20/2017
	/s/ Eric Hattler by power of attorney for Mark R. Stone	03/20/2017
	/s/ Eric Hattler by power of attorney for Fernando Goni	03/20/2017
	/s/ Eric Hattler by power of attorney for Vance W. Diggins	03/20/2017
	/s/ Eric Hattler by power of attorney for Steven C. Yager	03/20/2017
	** Signature of Reporting Person	Date
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