Form 4: QXO Building Products EVP & CFO Prithvi Gandhi Reports Beneficial Ownership Changes Following Merger

Sentiment:

SEC Form 4


Prithvi Gandhi, EVP & CFO of QXO Building Products, reports changes in beneficial ownership following the merger with Beacon Roofing Supply, Inc., including the conversion of common stock, RSUs, PSUs, and stock options into QXO equivalents.

Summary

  • Prithvi Gandhi, the EVP & CFO of QXO Building Products, filed a Form 4 detailing changes in beneficial ownership.
  • These changes are a result of the merger between Beacon Roofing Supply, Inc. and QXO, Inc.
  • Gandhi's common stock was converted into the right to receive $124.35 in cash per share.
  • Restricted Stock Units (RSUs) and Performance Stock Units (PSUs) were converted into QXO RSUs, with the number of units adjusted by an Equity Award Conversion Amount of 9.838.
  • Stock options were also converted into QXO stock options, with adjustments to the number of options and the exercise price.
  • The converted RSUs are scheduled to vest on various dates in 2026, 2027 and 2028.
  • The original PSUs were eligible to vest on the three-year anniversary of the grant date, subject to performance criteria.
  • The original stock options were scheduled to vest in three equal annual installments beginning on the first anniversary of the grant date.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive as the merger provides liquidity to shareholders and converts equity awards into QXO equivalents. The conversion process itself is neither inherently positive nor negative.

Industry Context

This announcement reflects the completion of a merger transaction, a common occurrence in the building products industry as companies seek to expand their market presence and achieve synergies.

Stakeholder Impact

  • Shareholders of Beacon Roofing Supply received $124.35 per share in cash.
  • Employees holding RSUs, PSUs, and stock options had their awards converted into QXO equivalents, potentially impacting their future compensation.

Key Dates

DateDescription
03/20/2025Date of the Agreement and Plan of Merger between Beacon Roofing Supply, QXO, Inc., and Queen MergerCo, Inc.
04/29/2025Date of the reported transactions.
05/17/2025Date exercisable for some stock options.
03/17/2026First vesting date for some RSUs.
05/17/2026Vesting date for some RSUs.
05/17/2027Vesting date for some RSUs and PSUs.
03/17/2028Vesting date for some PSUs.
05/17/2034Expiration date for some stock options.

Keywords

Form 4, Beneficial Ownership, QXO Building Products, Merger, RSU, PSU, Stock Options, Prithvi Gandhi, BECN, Equity Award Conversion Amount

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