exv4w6






Exhibit 4.6




      



			
	RIGHTS CERTIFICATE #:
	 	NUMBER OF RIGHTS






THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN THE

COMPANY’S PROSPECTUS DATED [•], 2009 (THE “PROSPECTUS”) AND ARE INCORPORATED

HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST

FROM [•], THE INFORMATION AGENT.




Builders FirstSource, Inc.

Incorporated under the laws of the State of Delaware




TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE




Evidencing Transferable Subscription Rights to Purchase Shares of Common Stock of

Builders FirstSource, Inc.




CUSIP#: [•]



Subscription Price: $3.50 per Share




THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,

 EASTERN TIME, ON [•], 2009, UNLESS EXTENDED BY THE COMPANY




REGISTERED

         OWNER:



THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is the owner of the number
of transferable subscription rights (“Rights”) set forth above. Each whole Right entitles the
holder thereof to subscribe for and purchase one share of Common Stock, with a par value of $0.01
per share, of Builders FirstSource, Inc., a Delaware corporation, at a subscription price of $3.50
per share (the “Basic Subscription Privilege”), pursuant to a rights offering (the “Rights
Offering”), on the terms and subject to the conditions set forth in the Prospectus. If any shares
of Common Stock available for purchase in the Rights Offering are not purchased by other holders of
Rights pursuant to the exercise of their Basic Subscription Privilege (the “Remaining Shares”), any
Rights holder (other than JLL Partners Fund V, L.P. and Warburg
Pincus Private Equity IX, L.P.) that exercises its Basic Subscription Privilege in full may subscribe for a number of
Remaining Shares  up to the number of shares of Common Stock for which such
Rights holder subscribed under its Basic Subscription Privilege pursuant to the terms and
conditions of the Rights Offering, subject to proration, as described in the Prospectus (the
“Over-Subscription Privilege”). The Rights represented by this Subscription Rights Certificate may
be exercised by completing Form 1 and any other appropriate forms on the reverse side hereof and by
returning the full payment of the subscription price for each share of Common Stock in accordance
with the instructions set forth in Form 1 hereto,  the
Prospectus, and the Instructions for Use of Builders FirstSource,
Inc. Subscription Rights Certificates.



This Subscription Rights Certificate is not valid unless countersigned by the subscription agent
and registered by the registrar.



Witness the seal of Builders FirstSource, Inc. and the signatures of its duly authorized officers.




Dated:











	 	 	 
	 

	 	 
	[Chairman of the Board]

	 	[Senior Vice President and Chief Financial Officer]






 









 





COUNTERSIGNED AND REGISTERED:




     [•],



	 	 	 	 	 
	 

	 	([CITY])
SUBSCRIPTION AGENT
	 	 
	 

	 	AND REGISTRAR	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	AUTHORIZED SIGNATURE	 	 






DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE



Delivery other than in the manner or to the addresses listed below will not constitute valid delivery.




	 	 	 
	If delivering by hand:
	 	If delivering by mail or overnight courier:
	 
	 	 
	 	 	 
	[•]
	 	[•]
	[ADDRESS]
	 	[ADDRESS]






PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.




FORM 1—EXERCISE OF SUBSCRIPTION RIGHTS



To subscribe for shares pursuant to your Basic Subscription Privilege, please complete lines
(a) and (c) and sign under Form 4 below. To subscribe for shares pursuant to your
Over-Subscription Privilege, please also complete line (b) and sign under Form 4 below. To the
extent you subscribe for more Shares than you are entitled under either the Basic Subscription
Privilege or the Over-Subscription Privilege, you will be deemed to have elected to purchase the
maximum number of shares for which you are entitled to subscribe under the Basic Subscription
Privilege or Over-Subscription Privilege, as applicable.




(a) EXERCISE OF BASIC SUBSCRIPTION PRIVILEGE:




	 	 	 	 	 	 	 	 
	I apply

	 	 	 	          
shares x $3.50
	 	= $	 
	for
	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 
	 

	 	(no. of new shares)
	 	     
     
(subscription price)
	 	 	(amount enclosed)






(b) EXERCISE OF OVER-SUBSCRIPTION PRIVILEGE:



If you have exercised your Basic Subscription Privilege in full and wish to subscribe for
additional shares, in an amount equal to up to the number of shares of Common Stock for which you
subscribed under your Basic Subscription Privilege, pursuant to your Over-Subscription Privilege:




	 	 	 	 	 	 	 	 
	I apply 

for

	 	 	 	     
     
shares x $3.50
	 	= $	 
	 

	 	 
	 	 	 	 	 
	 

	 	(no. of new shares)
	 	          

(subscription price)
	 	 	(amount enclosed)






(c) Total Amount of Payment Enclosed = $                                        




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METHOD OF PAYMENT (CHECK ONE):





	o	 	Cashier’s or certified check drawn on a U.S. bank.
	 
	o	 	Wire transfer of immediately available funds directly to the account maintained
by [•], as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering
at [•], [ADDRESS], ABA #[•], Account #[•] [SUBSCRIPTION AGENT] FBO Builders FirstSource, Inc.,
with reference to the rights holder’s name.





FORM 2—TRANSFER TO DESIGNATED TRANSFEREE



To transfer your subscription rights to another person, complete this Form 2 and have your
signature guaranteed under Form 5.


For value received                      of the subscription rights represented by
this Subscription Rights Certificate are assigned to:



 





      




	 
	Social Security #

	 

	 

	Signature(s)

	  





IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this
Subscription Rights Certificate in every particular, without alteration or enlargement, or any
other change whatsoever.




FORM 3—DELIVERY TO DIFFERENT ADDRESS



If you wish for the Common Stock underlying your subscription rights, a certificate representing
unexercised subscription rights or the proceeds of any sale of subscription rights to be delivered
to an address different from that shown on the face of this Subscription Rights Certificate, please
enter the alternate address below, sign under Form 4 and have your signature guaranteed under
Form 5.




      




      




      




FORM 4—SIGNATURE



TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this Rights Offering and I
hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions
specified in the Prospectus.




Signature(s)                                                            


IMPORTANT: The signature(s) must correspond with the name(s) as printed on the reverse of this
Subscription Rights Certificate in every particular, without alteration or enlargement, or any
other change whatsoever.




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FORM 5—SIGNATURE GUARANTEE




This form must be completed if you have completed any portion of Forms 2 or 3.




	 	 	 
	Signature
	 	 
	Guaranteed:
	 	 
	 

	 	 
	(Name of Bank or Firm)






	 	 	 	 	 
	By:
	 	 	 	 
	 	 	 
	(Signature of Officer)





IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor institution (bank, stock
broker, savings & loan association or credit union) with membership in an approved signature
guarantee medallion program pursuant to  Rule 17Ad-15 under the
Securities  Exchange Act of 1934, as amended.



FOR INSTRUCTIONS ON THE USE OF BUILDERS FIRSTSOURCE, INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT
[•], THE INFORMATION AGENT, AT [•].





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