0001073429-21-000237.txt : 20210830 0001073429-21-000237.hdr.sgml : 20210830 20210830164829 ACCESSION NUMBER: 0001073429-21-000237 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210826 FILED AS OF DATE: 20210830 DATE AS OF CHANGE: 20210830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dawson Gibson T CENTRAL INDEX KEY: 0001398662 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34530 FILM NUMBER: 211224125 MAIL ADDRESS: STREET 1: C/O U.S. CONCRETE, INC. STREET 2: 331 NORTH 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_163035649526212.xml FORM 4 X0306 4 2021-08-26 1 0001073429 U.S. CONCRETE, INC. USCR 0001398662 Dawson Gibson T C/O U.S. CONCRETE, INC. 331 N. MAIN ST. EULESS TX 76039 0 1 0 0 VP, Corporate Controller & CAO Common stock 2021-08-17 5 G 0 E 2646 0 D 9578 D Common stock 2021-08-26 4 D 0 9578 74 D 0 D Restricted stock units 2021-08-26 4 D 0 2480 D Common stock 2480.0 0 D Restricted stock units 2021-08-26 4 D 0 700 D Common stock 700.0 0 D Restricted stock units 2021-08-26 4 D 0 4344 D Common stock 4344.0 0 D 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. 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. 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. 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. These Restricted Stock Units were granted on March 1, 2019 with time-based vesting and were scheduled to vest on March 1, 2022. 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. /s/ CiCi S. Sepehri, as Attorney-in-Fact for Gibson T. Dawson 2021-08-30