Continental Building Products (CBPX) Form 4 Continental Building Products / JOHN P GRAYKEN 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^*

GRAYKEN JOHN P

(Last) (First) (Middle)

2711 NORTH HASKELL AVENUE

SUITE 1700

(Street)

DALLAS TX 75204

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Continental Building Products, Inc. [ CBPX ]

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)
03/18/2016

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	03/18/2016		S		5,106,803	D	$16.1	900,000	I	See footnote(1)
Common Stock	03/18/2016		S		900,000	D	$16.1	0	I	See footnote(1)

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^*

GRAYKEN JOHN P

(Last) (First) (Middle)

2711 NORTH HASKELL AVENUE

SUITE 1700

(Street)

DALLAS TX 75204

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lone Star Management Co. VIII, Ltd.

(Last) (First) (Middle)

WASHINGTON MALL, STE. 304

7 REID STREET

(Street)

HAMILTON, HM 11 D0 Bermuda

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Lone Star Partners VIII, L.P.

(Last) (First) (Middle)

WASHINGTON MALL, STE. 304

7 REID STREET

(Street)

HAMILTON, HM 11 D0 Bermuda

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LSF VIII International Finance, L.P.

(Last) (First) (Middle)

WASHINGTON MALL, STE. 304

7 REID STREET

(Street)

HAMILTON, HM 11 D0 Bermuda

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LSF8 Gypsum Holdings, L.P.

(Last) (First) (Middle)

2711 NORTH HASKELL AVENUE

SUITE 1700

(Street)

DALLAS TX 75204

(City) (State) (Zip)

Explanation of Responses:

1. These shares are held directly by LSF8 Gypsum Holdings, L.P ("Gypsum"). John P. Grayken controls and is the sole owner of Lone Star Management Co. VIII, Ltd., which controls and is the general partner of Lone Star Partners VIII, L.P., which controls and is the general partner of LSF VIII International Finance, L.P., which controls Gypsum. Each of the reporting persons disclaims beneficial ownership of the shares except to the extent of such reporting person's pecuniary interest therein.

Remarks:

	/s/ William D. Young, attorney-in-fact for John P. Grayken	03/18/2016
	/s/ Sandra Collins, Vice President of Lone Star Management Co.VIII, Ltd.	03/18/2016
	/s/ Sandra Collins, Vice President of Lone Star Management Co.VIII, Ltd., the general partner of Lone Star Partners VIII, L.P.	03/18/2016
	/s/ Sandra Collins, Vice President of Lone Star Management Co. VIII, Ltd., the general partner of Lone Star Partners VIII, L.P., the general partner of LSF VIII International Finance, L.P.	03/18/2016
	/s/ Kyle S. Volluz, Vice President of LSF8 GenPar, LLC, the general partner of LSF8 Gypsum Holdings, L.P.	03/18/2016
	** Signature of Reporting Person	Date
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