Exhibit 4.8











			
	      RIGHTS CERTIFICATE #: 

	 

	NUMBER OF RIGHTS




     




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

COMPANY’S PROSPECTUS DATED [     •     ], 2013 (THE “PROSPECTUS”) AND ARE INCORPORATED

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

FROM EAGLE ROCK PROXY ADVISORS, LLC, THE INFORMATION AGENT. 




BlueLinx Holdings Inc.

Incorporated under the laws of the State of Delaware 




NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE 




Evidencing Non-Transferable Subscription Rights to Purchase Shares of Common Stock of

BlueLinx Holdings Inc. 




CUSIP [     •     ] 




Subscription Price: $[     •     ] per Share




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

NEW YORK CITY TIME, ON [     •     ], 2013, 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 non-transferable subscription rights
(“Rights”) set forth above. Each Right entitles the holder thereof to subscribe for and purchase [     •
    ] of a share (rounded down to the nearest whole share) of Common Stock, with a par value of $0.01 per share, of BlueLinx Holdings Inc.,
a Delaware corporation, at a subscription price of $[     •     ] per share (the “Basic Subscription
Right”), 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 Right (the “Remaining Shares”), any Rights holder that exercises its Basic Subscription Right in full may subscribe for a number of
Remaining Shares 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 BlueLinx Holdings Inc. Subscription Rights Certificates. THE RIGHTS EVIDENCED BY THIS
SUBSCRIPTION RIGHTS CERTIFICATE ARE NOT TRANSFERABLE AND MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE HEREOF IS COMPLETED AND SIGNED, WITH A SIGNATURE
GUARANTEE, IF APPLICABLE




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




Witness the facsimile corporate seal and the facsimile signatures of the duly authorized officers of BlueLinx Holdings Inc.. 




Dated: ________________




			
	 

	 

	 


	President and Chief Executive Officer 

	 

	Secretary 




 





















COUNTERSIGNED AND REGISTERED: 

     Registrar and Transfer Company

					
	 
	 

	 
	 

	 


	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. 




		
	By mail:




Registrar and Transfer Company

Attn: Reorg/Exchange Dept

P.O. Box 645

Cranford, New Jersey 07016−0645

	By hand or overnight courier:




Registrar and Transfer Company

Attn: Reorg/Exchange Dept

10 Commerce Drive

Cranford, New Jersey 07016










PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY. 




FORM 1—EXERCISE OF SUBSCRIPTION RIGHTS 




To subscribe for shares pursuant to your Basic Subscription Right, 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 Right 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 Right or Over-Subscription Privilege, as
applicable. 




(a)

BASIC SUBSCRIPTION RIGHT: 




I exercise __________ rights X ________ = ________________________________

(no. of rights)                 (ratio)
          (total number of new shares rounded down 

    to nearest whole share)




Therefore, I apply for ___________________  X _______________ =   $_______________

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




(b)

OVER-SUBSCRIPTION PRIVILEGE: 




I apply for ___________________  X _______________ =    $_______________

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




(c)

TOTAL AMOUNT ENCLOSED: $______________________________________

(sum of basic plus over-subscription amounts) 







METHOD OF PAYMENT (CHECK ONE): 

			
	£

	 

	Uncertified check drawn on a U.S. bank payable to “Registrar and Transfer Company,” as
Subscription Agent. 


	 

	 
	 

	£

	 

	Wire transfer of immediately available funds directly to the account maintained by Registrar and
Transfer Company, as Subscription Agent, for purposes of accepting subscriptions in this Rights Offering at [     •
    ]. 







FORM 2—SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR SUBSCRIPTION RIGHTS HOLDERS: 

(a) To be completed ONLY if the certificate representing the Common Stock is to be issued in a name other than
that of the registered holder. (See the Instructions.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW. 













	
	 

	ISSUE COMMON STOCK TO:


	
                                                                                                      


	(Please Print Name)


	
                                                                                                      


	(Print Full Address)


	
                                                                                                      


	(Social Security # or Tax ID #)









 


	
	 

	(b) To be completed ONLY if the certificate representing the Common Stock is to be sent to an address other
than that shown on the front of this certificate. (See the Instructions.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.








 


	
	
                                                                                                      


	(Please Print Name)


	
                                                                                                      


	(Print Full Address)


	
                                                                                                      


	(Social Security # or Tax ID #)









FORM 3—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. 




FORM 4—SIGNATURE GUARANTEE 




This form must be completed if you have completed any portion of Form 2. 





			
	 

	 

	 


	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 BLUELINX HOLDINGS INC. SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT EAGLE ROCK PROXY ADVISORS, LLC, THE
INFORMATION AGENT, AT (855) 612-6975 TOLL-FREE. 




FULL PAYMENT FOR THE SHARES MUST ACCOMPANY THIS FORM AND MUST BE MADE IN UNITED STATES DOLLARS BY AN UNCERTIFIED CHECK DRAWN ON A UNITED
STATES BANK OR WIRE TRANSFER PAYABLE TO REGISTRAR AND TRANSFER COMPANY.