UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB APPROVAL
OMB Number: 3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response 10.4
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Bluelinx Holdings Inc.
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Stadium Capital Management, LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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XX
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(b)
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______
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power -0-
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6. Shared Voting Power 1,957,687
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7. Sole Dispositive Power -0-
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8. Shared Dispositive Power 1,957,687
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person1,957,687
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
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Instructions)______
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11.
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Percent of Class Represented by Amount in Row (9)
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6.0%
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12.
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Type of Reporting Person (See Instructions)
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Alexander M. Seaver
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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XX
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(b)
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______
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power -0-
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6. Shared Voting Power 1,957,687
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7. Sole Dispositive Power -0-
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8. Shared Dispositive Power 1,957,687
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person1,957,687
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
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Instructions)______
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11.
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Percent of Class Represented by Amount in Row (9)
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6.0%
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12.
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Type of Reporting Person (See Instructions)
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Bradley R. Kent
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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XX
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(b)
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______
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power -0-
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6. Shared Voting Power 1,957,687
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7. Sole Dispositive Power -0-
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8. Shared Dispositive Power 1,957,687
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person1,957,687
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
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Instructions)______
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11.
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Percent of Class Represented by Amount in Row (9)
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6.0%
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12.
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Type of Reporting Person (See Instructions)
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1.
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Names of Reporting Persons.
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I.R.S. Identification Nos. of above persons (entities only).
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Stadium Capital Partners, L.P.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a)
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(b)
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XX
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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California
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Number of
Shares
Beneficially
Owned by
Each Reporting
Person With:
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5. Sole Voting Power -0-
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6. Shared Voting Power 1,698,043
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7. Sole Dispositive Power -0-
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8. Shared Dispositive Power 1,698,043
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person1,698,043
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
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Instructions)______
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11.
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Percent of Class Represented by Amount in Row (9)
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5.2%
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12.
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Type of Reporting Person (See Instructions)
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(a)
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Name of Issuer
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Bluelinx Holdings Inc.
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(b)
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Address of Issuer's Principal Executive Offices
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4300 Wildwood Parkway, Atlanta, GA 30339
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(a)
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The names of the persons filing this statement are:
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Stadium Capital Management, LLC ("SCM"); Alexander M. Seaver ("Seaver"); Bradley R. Kent ("Kent"); Stadium Capital Partners, L.P. (“SCP”)
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(collectively, the "Filers").
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SCP is filing this statement jointly with the other Filers, but not as a member of a group and expressly disclaims membership in a group.
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(b)
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The principal business office of the Filers is located at:
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550 NW Franklin Avenue, Suite 478, Bend, OR 97701.
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(c)
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For citizenship of Filers, see Item 4 of the cover sheet for each Filer.
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(d)
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This statement relates to shares of Class A common stock of the Issuer (the "Stock").
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(e)
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The CUSIP number of the Issuer is: 09624H109
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Item 3.
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If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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[ ]
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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[ ]
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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[ ]
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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[ ]
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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[XX]
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An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E).
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(f)
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[ ]
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An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(1)(ii)(F).
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(g)
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[ ]
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A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G)
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(h)
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[ ]
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A savings association as defined in section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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[ ]
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
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Item 4.
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Ownership.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
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Item 8.
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Identification and Classification of Members of the Group.
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certification.
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STADIUM CAPITAL MANAGEMENT, LLC
By: Bradley R. Kent, Manager
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Alexander M. Seaver
Bradley R. Kent
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STADIUM CAPITAL PARTNERS, L.P.
By: Stadium Capital Management, LLC
General Partner
By: Bradley R. Kent, Manager
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