Form 4: QXO Building Products Executive Jonathan Bennett Reports Conversion of Securities Following Merger
SEC Form 4
Jonathan Bennett, President of the North Division at QXO Building Products, reports the conversion of Beacon Roofing Supply securities into QXO securities following the merger with QXO, Inc.
Summary
- Jonathan Bennett, President of the North Division at QXO Building Products, filed a Form 4 detailing changes in beneficial ownership.
- The filing reflects transactions occurring on April 29, 2025, related to the merger between Beacon Roofing Supply, Inc. and QXO, Inc.
- As a result of the merger, Bennett's Beacon Roofing Supply common stock was converted into the right to receive $124.35 in cash per share.
- Additionally, his Restricted Stock Units (RSUs), Performance Stock Units (PSUs), and stock options were converted into equivalent QXO securities based on an Equity Award Conversion Amount of 9.838.
- The conversion of RSUs and PSUs resulted in Bennett holding new RSUs of QXO with varying vesting schedules.
- Stock options were also converted, with adjustments to the exercise price.
- Bennett also acquired 86 shares under Beacon's 2023 Employee Stock Purchase Plan.
Sentiment
Score: 7
Explanation: The document is a standard regulatory filing related to a merger. The sentiment is neutral as it simply reports the facts of the transaction. The score is slightly positive as the merger has been completed.
Industry Context
This Form 4 filing is a routine disclosure following a merger, reflecting the conversion of equity awards to align with the acquiring company's equity structure. This is a standard process in mergers and acquisitions to ensure continuity of employee incentives.
Comparison to Industry Standards
- Equity award conversions are standard practice in mergers and acquisitions.
- The conversion ratio of 9.838 appears to be specific to the terms negotiated in the Beacon Roofing Supply and QXO merger agreement.
- Similar transactions can be observed in other construction and building materials industry mergers, such as the acquisition of USG Corporation by Knauf, where equity awards were converted based on the agreed-upon exchange ratio.
Stakeholder Impact
- Shareholders of Beacon Roofing Supply received $124.35 in cash for each share.
- Employees holding equity awards in Beacon Roofing Supply had their awards converted into QXO equity awards.
Key Dates
| Date | Description |
|---|---|
| 03/20/2025 | Date of the Agreement and Plan of Merger between Beacon Roofing Supply, QXO, and Queen MergerCo, Inc. |
| 03/01/2026 | Vesting date for some of the converted Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). |
| 03/31/2026 | Vesting date for some of the converted Restricted Stock Units (RSUs). |
| 03/06/2027 | Vesting date for some of the converted Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). |
| 03/17/2028 | Vesting date for some of the converted Restricted Stock Units (RSUs) and Performance Stock Units (PSUs). |
| 04/29/2025 | Date of the reported transactions. |
Keywords
Form 4, QXO Building Products, Jonathan Bennett, Merger, Securities Conversion, Beneficial Ownership, RSUs, PSUs, Stock Options, Beacon Roofing Supply
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