Statement of Changes in Beneficial Ownership (4)
August 30 2021 - 5:04PM
Edgar (US Regulatory)
FORM 4
[X]
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)
8/26/2021 |
(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 | 8/18/2021 | | G |
V
| 770 | D | $0 | 32065 | D | |
Common stock | 8/26/2021 | | D(1) | | 32065 | D | $74 | 0 | 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 | (2) | 8/26/2021 | | D | | | 5520 | (3) | (3) | Common stock | 5520.0 | (4) | 0 | D | |
Restricted stock units | (2) | 8/26/2021 | | D | | | 2560 | (5) | (5) | Common stock | 2560.0 | (4) | 0 | D | |
Restricted stock units | (2) | 8/26/2021 | | D | | | 10160 | (6) | (6) | Common stock | 10160.0 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 6, 2021, by and among U.S. Concrete, Inc. (the "Issuer"), Vulcan Materials Company, and Grizzly Merger Sub I, Inc. (the "Merger Agreement"), on August 26, 2021, each share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $74.00 per share in cash (the "Merger Consideration"), without interest, subject to any required withholding taxes described in the Merger Agreement. |
(2) | 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. |
(3) | These Restricted Stock Units were granted on March 1, 2020 with time-based vesting and were scheduled to vest in equal installments on March 1, 2022 and March 1, 2023. |
(4) | At the Effective Time, pursuant to the Merger Agreement, each Restricted Stock Unit in respect of the Issuer's Common Stock ("Company RSUs") that was outstanding as of and immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Issuer Common Stock subject to such Company RSUs and (ii) the Merger Consideration, subject to applicable withholding taxes. |
(5) | These Restricted Stock Units were granted on March 1, 2019 with time-based vesting and were scheduled to vest on March 1, 2022. |
(6) | These Restricted Stock Units were granted on March 1, 2021 and were to vest as follows: (i) 75% were time-based with vesting to have occurred in equal installments on March 1, 2022, March 1, 2023 and March 1, 2024, and (ii) the remaining 25% were performance-based with vesting to have occurred once the average of the daily VWAP of the Issuer's stock over any period of 20 consecutive trading days attained $74.95 per share 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 | | 8/30/2021 |
**Signature of Reporting Person | Date |
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