BlueLinx Holdings Inc.

Major Shareholding Notification • Oct 30, 2017

SC 13G 1 p17-2094sc13g.htm BLUELINX HOLDINGS INC.

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. )*

Bluelinx Holdings Inc.

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(Name of Issuer)

Common Stock, par value $0.01 per share

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(Title of Class of Securities)

09624H208

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(CUSIP Number)

October 19, 2017

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(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

(Page 1 of 12 Pages)

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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 09624H208 13G Page 2 of 12 Pages

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| 1 | NAME
OF REPORTING PERSON Adage
Capital Partners, L.P. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b)
☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 836,300 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 836,300 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,300 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.19% | |
| 12 | TYPE
OF REPORTING PERSON PN | |

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CUSIP No. 09624H208 13G Page 3 of 12 Pages

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| 1 | NAME
OF REPORTING PERSON Adage
Capital Partners GP, L.L.C. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 836,300 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 836,300 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,300 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.19% | |
| 12 | TYPE
OF REPORTING PERSON OO | |

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CUSIP No. 09624H208 13G Page 4 of 12 Pages

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| 1 | NAME
OF REPORTING PERSON Adage
Capital Advisors, L.L.C. | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 836,300 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 836,300 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,300 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.19% | |
| 12 | TYPE
OF REPORTING PERSON OO | |

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CUSIP No. 09624H208 13G Page 5 of 12 Pages

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| 1 | NAME
OF REPORTING PERSON Robert
Atchinson | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a)
☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 836,300 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 836,300 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,300 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.19% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

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CUSIP No. 09624H208 13G Page 6 of 12 Pages

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| 1 | NAME
OF REPORTING PERSON Phillip
Gross | |
| --- | --- | --- |
| 2 | CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☐ (b) ☐ |
| 3 | SEC
USE ONLY | |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION United
States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: | 5 | SOLE
VOTING POWER 0 |
| | 6 | SHARED
VOTING POWER 836,300 |
| | 7 | SOLE
DISPOSITIVE POWER 0 |
| | 8 | SHARED
DISPOSITIVE POWER 836,300 |
| 9 | AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 836,300 | |
| 10 | CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ☐ |
| 11 | PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.19% | |
| 12 | TYPE
OF REPORTING PERSON IN | |

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CUSIP No. 09624H208 13G Page 7 of 12 Pages

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| Item
1(a). |
| --- |
| The
name of the issuer is Bluelinx Holdings Inc. (the " Company "). |

| Item
1(b). |
| --- |
| The
Company's principal executive offices are located at 4300 Wildwood Parkway, Atlanta, Georgia 30339. |

| Item
2(a). | |
| --- | --- |
| This
statement is filed by: | |
| (i) | Adage
Capital Partners, L.P., a Delaware limited partnership (" ACP ") with respect to the shares of Common Stock
directly owned by it; |
| (ii) | Adage
Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (" ACPGP "),
as general partner of ACP with respect to the shares of Common Stock directly owned by ACP; |
| (iii) | Adage
Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (" ACA "),
as managing member of ACPGP, general partner of ACP, with respect to the shares of Common Stock directly owned by ACP; |
| (iv) | Robert
Atchinson (" Mr. Atchinson "), as managing member of ACA, managing member of ACPGP, general partner of ACP
with respect to the shares of Common Stock directly owned by ACP; and |
| (v) | Phillip
Gross (" Mr. Gross "), as managing member of ACA, managing member of ACPGP, general partner of ACP with respect
to the shares of Common Stock directly owned by ACP. |
| The
foregoing persons are hereinafter sometimes collectively referred to as the " Reporting Persons ." Any
disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making
inquiry to the appropriate party. | |
| The
filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial
ownership of the securities reported herein. | |

| Item
2(b). |
| --- |
| The
address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd floor, Boston, Massachusetts
02116. |

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CUSIP No. 09624H208 13G Page 8 of 12 Pages

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| Item
2(c). |
| --- |
| ACP
is a limited partnership organized under the laws of the State of Delaware. ACPGP and ACA are limited liability
companies organized under the laws of the State of Delaware. Messrs. Gross and Atchinson are citizens of the United
States. |

| Item
2(d). |
| --- |
| Common
Stock, par value $0.01 per share (the " Common
Stock "). |

| Item
2(e). |
| --- |
| 09624H208 |

| Item
3. — (a) | ☐ | Broker
or dealer registered under Section 15 of the Act; |
| --- | --- | --- |
| (b) | ☐ | Bank
as defined in Section 3(a)(6) of the Act; |
| (c) | ☐ | Insurance
company as defined in Section 3(a)(19) of the Act; |
| (d) | ☐ | Investment
company registered under Section 8 of the Investment Company Act of 1940; |
| (e) | ☐ | An
investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| (f) | ☐ | An
employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| (g) | ☐ | A
parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| (h) | ☐ | A
savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| (i) | ☐ | A
church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company
Act; |
| (j) | ☐ | A
non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J); |
| (k) | ☐ | Group,
in accordance with Rule 13d-1(b)(1)(ii)(K). |
| If
filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution: Not applicable. | | |

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CUSIP No. 09624H208 13G Page 9 of 12 Pages

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| A. | OWNERSHIP — Adage
Capital Partners, L.P., Adage Capital Partners GP, L.L.C. and Adage Capital Advisors, L.L.C. | | |
| --- | --- | --- | --- |
| | (a) | Amount
beneficially owned: 836,300 | |
| | (b) | Percent
of class: 9.19%. The percentage
set forth in this Schedule 13G is calculated based upon the 9,098,221 shares of Common
Stock reported to be issued and outstanding as of September 29, 2017 as reflected in the Company's Prospectus filed
pursuant to Rule 424 with the Securities and Exchange Commission on October 19, 2017. | |
| | (c) | (i) | Sole
power to vote or direct the vote: 0 |
| | | (ii) | Shared
power to vote or direct the vote: 836,300 |
| | | (iii) | Sole
power to dispose or direct the disposition: 0 |
| | | (iv) | Shared
power to dispose or direct the disposition of: 836,300 |
| ACP
has the power to dispose of and the power to vote the shares of Common Stock beneficially
owned by it, which power may be exercised by its general partner, ACPGP. ACA, as managing member of ACPGP, directs
ACPGP's operations. Neither ACPGP nor ACA directly own any shares of Common Stock . By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the " Act "), ACPGP and ACA
may be deemed to beneficially own the shares owned by ACP. | | | |
| B. | Robert
Atchinson and Phillip Gross | | |
| | (a) | Amount
beneficially owned: 836,300 | |
| | (b) | Percent
of class: 9.19% | |
| | (c) | (i) | Sole
power to vote or direct the vote: 0 |
| | | (ii) | Shared
power to vote or direct the vote: 836,300 |
| | | (iii) | Sole
power to dispose or direct the disposition: 0 |
| | | (iv) | Shared
power to dispose or direct the disposition: 836,300 |
| Messrs.
Atchinson and Gross, as managing members of ACA, have shared power to vote the shares of Common Stock beneficially owned by
ACP. Neither Mr. Atchinson nor Mr. Gross directly own any shares of Common Stock. By reason of the provisions
of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by ACP. | | | |

| Item
5. |
| --- |
| Not
applicable. |

| Item
6. |
| --- |
| Not
applicable. |

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CUSIP No. 09624H208 13G Page 10 of 12 Pages

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| Item
7. |
| --- |
| Not
applicable. |

| Item
8. |
| --- |
| Not
applicable. |

| Item
9. |
| --- |
| Not
applicable. |

| Item
10. |
| --- |
| Each
of the Reporting Persons hereby makes the following certification: |
| By
signing below each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred
to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect. |

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CUSIP No. 09624H208 13G Page 11 of 12 Pages

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SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: October 30, 2017

ADAGE CAPITAL PARTNERS, L.P.
By: Adage Capital Partners GP, L.L.C.,
its general partner
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL PARTNERS GP, L.L.C.
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL ADVISORS, L.L.C.
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
ROBERT ATCHINSON
/s/ Robert Atchinson
ROBERT ATCHINSON, individually
PHILLIP GROSS
/s/ Phillip Gross
PHILLIP GROSS, individually

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CUSIP No. 09624H208 13G Page 12 of 12 Pages

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EXHIBIT 1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: October 30, 2017

ADAGE CAPITAL PARTNERS, L.P.
By: Adage Capital Partners GP, L.L.C.,
its general partner
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL PARTNERS GP, L.L.C.
By: Adage Capital Advisors, L.L.C.,
its managing member
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
ADAGE CAPITAL ADVISORS, L.L.C.
/s/ Robert Atchinson
Name: Robert Atchinson
Title: Managing Member
/s/ Robert Atchinson
ROBERT ATCHINSON, individually
/s/ Phillip Gross
PHILLIP GROSS, individually