Ronald K. Herrin Form 4 BlueLinx / Ronald K. Herrin 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^*

Herrin Ronald K.

(Last) (First) (Middle)

4300 WILDWOOD PARKWAY

(Street)

ATLANTA GA 30339

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BlueLinx Holdings Inc. [ BXC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/16/2018

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	07/16/2018		M		28,000(1)	A	$7	29,869	D
Common Stock	07/16/2018		D		28,000(1)	D	$38.17(2)	1,869	D

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
Stock Appreciation Rights	$7	07/16/2018		M			28,000(1)	07/16/2018	(1)	Common Stock	28,000(1)	$0	0	D
Restricted Stock Units	(3)							07/20/2018	(4)	Common Stock	1,500		1,500	D
Restricted Stock Units	(3)							(5)	(5)	Common Stock	904		904	D

Explanation of Responses:

1. Represent cash-settled stock appreciation rights (SARs) that vested on July 16, 2018. The SARs will be settled in two cash installments as follows: (i) 50% payable within thirty days of the vesting date, and (ii) 50% payable in 2019, no later than August 15, 2019.

2. Represents the "fair market value" of each SAR. The fair market value is equal to the average closing price for one share of BlueLinx Holdings Inc. common stock for the 20 trading days ending on the vesting date.

3. Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. common stock.

4. The restricted stock units vest on July 20, 2018. Vested shares will be delivered to the reporting person not later than 30 days thereafter.

5. The restricted stock units vest in three equal annual installment commencing June 8, 2019. Vested shares will be delivered to the reporting person not later than 30 days after each vesting date.

Remarks:

	/s/ Natali T. Mayo, Attorney-in-Fact	07/19/2018
	** 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).
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