Edgar Filing: Grace David R

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Grace David R

2. Issuer Name and Ticker or Trading Symbol
BEACON ROOFING SUPPLY INC [BECN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CFO, Treasurer & EVP-Finance

(Last)

(First)

(Middle)

ONE LAKELAND PARK DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2011

(Street)

PEABODY, MA 01960

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, $.01 par value	11/16/2010		G	V	300	D	⁽⁶⁾	228,676	D
Common Stock, $.01 par value	11/30/2010		G	V	250	D	⁽⁶⁾	228,426	D
Common Stock, $.01 par value	01/01/2011		A		5,000 ⁽¹⁾	A	⁽²⁾	233,426	D
Common Stock, $.01 par value	01/03/2011		G	V	700	D	⁽⁷⁾	232,726	D
Common Stock, $.01 par value	01/03/2011		G	V	20	D	⁽⁶⁾	232,706	D
Common Stock, $.01 par value	01/03/2011		G	V	700	A	⁽⁷⁾	6,603 ⁽⁵⁾	I	See Note 5

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (right to buy)

$ 17.87

01/01/2011

5,000

01/01/2012⁽⁴⁾

01/01/2021

Common Stock, $.01 par value

5,000

⁽³⁾

5,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Grace David R ONE LAKELAND PARK DRIVE PEABODY, MA 01960			CFO, Treasurer & EVP-Finance

Signatures

David R. Grace		01/04/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	This number represents the shares that will vest if the company attains targeted performance criteria at the end of a three-year period. The actual number of shares that will vest can range from 0% to 125% of this number depending upon actual company performance below or above the target level.
(2)	Represents a grant of shares of restricted stock.
(3)	Reflects stock option grant.
(4)	Option is scheduled to vest in three equal portions over a three-year period beginning one year after the grant date.
(5)	These shares are held by Mr. Grace's wife individually and as custodian for their son. Mr. Grace's son owns 6,003 shares and his wife owns 600 shares. Mr. Grace disclaims beneficial ownership of these shares.
(6)	Reflects a gift.
(7)	This transaction involved a gift of securities by Mr. Grace to his son, who shares his household.

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