| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
U.S. CONCRETE, INC. [ USCR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common stock | 03/01/2021 | M | 3,740 | A | $0 | 38,539 | D | |||
| Common stock | 03/01/2021 | M | 8,820 | A | $0 | 47,359 | D | |||
| Common stock | 03/01/2021 | F | 5,770 | D | $55.15 | 41,589 | D | |||
| Common stock | 03/01/2021 | D | 4,200 | D | $0 | 37,389 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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) | 03/01/2021 | M | 3,740 | (2)(3) | (2)(3) | Common stock | 3,740 | $0 | 11,220 | D | ||||
| Restricted stock units | (1) | 03/01/2021 | M | 8,820 | (4)(5) | (4)(5) | Common stock | 8,820 | $0 | 35,280 | D | ||||
| Restricted stock units | (1) | 03/01/2021 | A | 44,650 | (6)(7) | (6)(7) | Common stock | 44,650 | $0 | 44,650 | 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 3,740 shares) and (ii) $58.60 per share (resulting in the vesting into a further additional 3,740 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 8,820 shares) and (ii) $55.21 per share (resulting in the vesting into a further additional 8,820 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 8,930 shares) and (ii) $74.95 per share (resulting in the vesting into a further additional 8,930 shares) within the three-year period from the date of grant. |
| Remarks: |
| /s/ CiCi S. Sepehri, as Attorney-in-Fact for Ronnie Pruitt | 03/03/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||