0001073429-20-000065.txt : 20200407 0001073429-20-000065.hdr.sgml : 20200407 20200407183105 ACCESSION NUMBER: 0001073429-20-000065 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200403 FILED AS OF DATE: 20200407 DATE AS OF CHANGE: 20200407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDBROOK WILLIAM J CENTRAL INDEX KEY: 0001527678 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34530 FILM NUMBER: 20780697 MAIL ADDRESS: STREET 1: C/O U.S. CONCRETE, INC. STREET 2: 331 N. MAIN STREET CITY: EULESS STATE: TX ZIP: 76039 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: U.S. CONCRETE, INC. CENTRAL INDEX KEY: 0001073429 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE PRODUCTS, EXCEPT BLOCK & BRICK [3272] IRS NUMBER: 760586680 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 331 N. MAIN STREET CITY: EULESS STATE: TX ZIP: 76039 BUSINESS PHONE: 817-835-4105 MAIL ADDRESS: STREET 1: 331 N. MAIN STREET CITY: EULESS STATE: TX ZIP: 76039 FORMER COMPANY: FORMER CONFORMED NAME: US CONCRETE INC DATE OF NAME CHANGE: 19990323 FORMER COMPANY: FORMER CONFORMED NAME: RMX INDUSTRIES INC DATE OF NAME CHANGE: 19981113 4 1 wf-form4_158629864807321.xml FORM 4 X0306 4 2020-04-03 0 0001073429 U.S. CONCRETE, INC. USCR 0001527678 SANDBROOK WILLIAM J C/O U.S. CONCRETE, INC. 331 N. MAIN ST. EULESS TX 76039 1 1 0 0 Chairman and CEO Common stock 2020-04-03 4 M 0 23440 0 A 433540 D Common stock 2020-04-03 4 F 0 11861 14.16 D 421679 D Common stock 2020-04-03 4 D 0 13400 0 D 408279 D Common stock 2020-02-28 5 G 0 E 4280 0 D 403999 D Common stock 2020-02-28 5 G 0 E 535 0 D 403464 D Common stock 2020-02-28 5 G 0 E 535 0 A 1512 I By Reporting Person as UGMA custodian for granddaughter Restricted stock units 2020-04-03 4 M 0 23440 0 D Common stock 23440.0 23440 D Pursuant to the Company's Form 8-K filed with the SEC on February 14, 2020, Mr. Sandbrook had an accelerated vesting on April 3, 2020 of his Time-Based restricted stock units granted on March 1, 2019 and his Time-Based restricted stock granted on March 1, 2018. Mr. Sandbrook's Performance-Based restricted stock granted on March 1, 2018 was forfeited on April 3, 2020 pursuant to his executive transition agreement filed with the SEC via the Company's Form 8-K noted in footnote 1. This transaction involved a gift of securities by Mr. Sandbrook to his granddaughter, a minor, and is a transfer to Mr. Sandbrook as custodian for his granddaughter under the Uniform Gifts to Minors Act. Mr. Sandbrook disclaims beneficial ownership of these shares, and this report shall not be deemed an admission that he is the beneficial owner of these shares for purposes of Section 16 or for any other purpose. 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 6, two shares of common stock in the aggregate. 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 May 16, 2019 and the remaining half of which vested on October 14, 2019. The vesting reported herein represents the remaining Time-Based awards that had accelerated vesting pursuant to Mr. Sandbrook's executive transition agreement filed via Form 8-K as noted above. The Performance-Based portion of the March 1, 2019 Restricted Stock Units remaining would result in vesting into additional shares if the average of the daily volume weighted average share price (VWAP) over any period of 20 consecutive trading days attains (i) $54.10 per share (resulting in the vesting into an additional 11,720 shares) and (ii) $58.60 per share (resulting in the vesting into a further additional 11,720 shares) within the three-year period from the date of grant. Pursuant to Mr. Sandbrook's executive transition agreement noted above, the Performance-Based restricted stock units granted on March 1, 2019 shall remain outstanding. /s/ CiCi S. Sepehri, as Attorney-in-Fact for William J. Sandbrook 2020-04-07