BlueLinx Holdings Inc. — Director's Dealing 2021

Jun 9, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: BlueLinx Holdings Inc. (BXC)
CIK: 0001301787
Period of Report: 2021-06-07

Reporting Person: Lewis Mitchell B (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-07	Common Stock	M	38333	—	Acquired	38333	Direct
2021-06-07	Common Stock	F	17289	$44.96	Disposed	21044	Direct
2021-06-08	Common Stock	M	66667	—	Acquired	87711	Direct
2021-06-08	Common Stock	F	30067	$44.46	Disposed	57644	Direct
2021-06-08	Common Stock	M	30715	—	Acquired	88359	Direct
2021-06-08	Common Stock	F	13853	$44.46	Disposed	74506	Direct
2021-06-08	Common Stock	M	10239	—	Acquired	84745	Direct
2021-06-08	Common Stock	F	4618	$44.46	Disposed	80127	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-07	Restricted Stock Units	$	M	38333	Disposed		Common Stock (38333.0)	Direct
2021-06-08	Restricted Stock Units	$	M	66667	Disposed		Common Stock (66667.0)	Direct
2021-06-08	Restricted Stock Units	$	M	30715	Disposed		Common Stock (30715.0)	Direct
2021-06-08	Restricted Stock Units	$	M	10239	Disposed		Common Stock (10239.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20753	Indirect

Footnotes

F1: Represents the conversion of restricted stock units that vested on June 7, 2021. These are time-based restricted stock units that were scheduled to vest in three equal annual installments commencing on June 7, 2020. However, pursuant to the Retirement and Transition Services Agreement (the "Retirement Agreement") the reporting person entered into with the Company on April 15, 2021, the time-based restricted stock units that were scheduled to vest on June 7, 2022 were accelerated to vest on June 7, 2021. As a result, this amount represents the conversion of restricted stock units that were scheduled to vest on June 7, 2022 as well.

F2: Each restricted stock unit represents a contingent right to receive one share of BlueLinx Holdings Inc. (the "Company") common stock.

F3: These shares were withheld to cover tax withholding obligations when 38,333 time-based restricted stock units vested on June 7, 2021.

F4: Represents the conversion of restricted stock units that vested on June 8, 2021. These are time-based restricted stock units that were scheduled to vest in three equal annual installments commencing on June 8, 2021. However, pursuant to the Retirement Agreement, the time-based restricted stock units that were scheduled to vest on June 8, 2022 were accelerated to vest on June 8, 2021. As a result, this amount represents the conversion of restricted stock units that were scheduled to vest on June 8, 2022 as well. The remainder of the time-based restricted stock units that were scheduled to vest on June 8, 2023 were forfeited pursuant to the Retirement Agreement.

F5: These shares were withheld to cover tax withholding obligations when 66,667 restricted stock units vested on June 8, 2021.

F6: Represents the conversion of performance-based restricted stock units that vested on June 8, 2021. These are performance-based restricted stock units that were granted on June 8, 2018. The performance criteria were satisfied on November 12, 2020 and certified by the Compensation Committee of the Board of Directors.

F7: These shares were withheld to cover tax withholding obligations when 30,715 performance-based restricted stock units vested on June 8, 2021.

F8: Represents the conversion of restricted stock units that vested on June 8, 2021. These are time-based restricted stock units that vested in three equal annual installments commencing on June 8, 2019.

F9: These shares were withheld to cover tax withholding obligations when 10,239 time-based restricted stock units vested on June 8, 2021.