Statement of Changes in Beneficial Ownership (4)
March 03 2021 - 6:34PM
Edgar (US Regulatory)
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
JOLAS PAUL M |
2. Issuer Name and Ticker or Trading Symbol
U.S. CONCRETE, INC.
[
USCR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, General Counsel, Corp Sec |
(Last)
(First)
(Middle)
C/O U.S. CONCRETE, INC., 331 N. MAIN ST. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/1/2021 |
(Street)
EULESS, TX 76039
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock | 3/1/2021 | | M | | 2560 | A | $0 | 24048 | D | |
Common stock | 3/1/2021 | | M | | 2760 | A | $0 | 26808 | D | |
Common stock | 3/1/2021 | | F | | 2003 | D | $55.15 | 24805 | D | |
Common stock | 3/1/2021 | | D | | 3040 | D | $0 | 21765 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 7. Title and Amount of Securities Underlying Derivative Security (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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted stock units | (1) | 3/1/2021 | | M | | | 2560 | (2)(3) | (2)(3) | Common stock | 2560.0 | $0 | 7680 | D | |
Restricted stock units | (1) | 3/1/2021 | | M | | | 2760 | (4)(5) | (4)(5) | Common stock | 2760.0 | $0 | 11040 | D | |
Restricted stock units | (1) | 3/1/2021 | | A | | 12700 | | (6)(7) | (6)(7) | Common stock | 12700.0 | $0 | 12700 | D | |
Explanation of Responses: |
(1) | Each Restricted Stock Unit was granted from the U.S. Concrete, Inc. Long Term Incentive Plan and represents the right to receive one share of common stock upon vesting, or as set forth in footnote 3, 5 or 7 (as applicable), two shares of common stock in the aggregate. |
(2) | The Restricted Stock Units were granted on March 1, 2019 and will vest as follows: (i) 60% of the total number of the awarded shares are Time-Based and will become vested over three years in equal annual installments from the date of grant, and (ii) the remaining 40% of the awarded shares are Performance-Based, half (or 50%) of which vested on 5/16/2019 and the remaining half of which vested on 10/14/2019. The vesting reported herein represents the second of three Time-Based awards that vest over three years in equal, annual installments from the date of grant. |
(3) | The Performance-Based portion of the March 1, 2019 Restricted Stock Units would result in vesting into additional shares (effectively making each Performance-Based RSU represent two shares) if the average of the daily volume weighted average share price (VWAP) of the Company's stock over any period of 20 consecutive trading days attains (i) $54.10 per share (resulting in the vesting into an additional 2,560 shares) and (ii) $58.60 per share (resulting in the vesting into a further additional 2,560 shares) within the three-year period from the date of grant. |
(4) | The Restricted Stock Units were granted on March 1, 2020 and will vest as follows: (i) 60% of the total number of the awarded shares are Time-Based and will become vested over three years in equal annual installments from the date of grant, and (ii) the remaining 40% of the awarded shares are Performance-Based, half (or 50%) of which vested on 1/14/2021 and the remaining half of which vested on 1/27/2021. The vesting reported herein represents the first of three Time-Based awards that vest over three years in equal, annual installments from the date of grant. |
(5) | The Performance-Based portion of the March 1, 2020 Restricted Stock Units would result in vesting into additional shares (effectively making each Performance-Based RSU represent two shares) if the average of the daily VWAP of the Company's stock over any period of 20 consecutive trading days attains (i) $51.00 per share (resulting in the vesting into an additional 2,760 shares) and (ii) $55.21 per share (resulting in the vesting into a further additional 2,760 shares) within the three-year period from the date of grant. |
(6) | The Restricted Stock Units were granted on March 1, 2021 and will vest as follows: (i) 60% of the total number of the awarded shares are Time-Based and will become vested over three years in equal annual installments from the date of grant, and (ii) the remaining 40% of the awarded shares are Performance-Based, half (or 50%) of which shall vest on the day that the average of the daily VWAP of the Company's stock over any period of 20 consecutive trading days attains $58.69 per share within the three-year period beginning on the date of grant, and the remaining half of which shall vest on the day that the average of the daily VWAP of the Company's stock over any period of 20 consecutive trading days attains $63.82 per share within the three-year period beginning on the date of grant. |
(7) | The Performance-Based portion of the March 1, 2021 Restricted Stock Units would result in vesting into additional shares (effectively making each Performance-Based RSU represent two shares) if the average of the daily VWAP of the Company's stock over any period of 20 consecutive trading days attains (i) $69.23 per share (resulting in the vesting into an additional 2,540 shares) and (ii) $74.95 per share (resulting in the vesting into a further additional 2,540 shares) within the three-year period from the date of grant. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
JOLAS PAUL M C/O U.S. CONCRETE, INC. 331 N. MAIN ST. EULESS, TX 76039 |
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| SVP, General Counsel, Corp Sec |
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Signatures
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/s/ CiCi Sepehri, as Attorney-in-Fact for Paul M. Jolas | | 3/3/2021 |
**Signature of Reporting Person | Date |
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