0001073429-21-000243.txt : 20210830
0001073429-21-000243.hdr.sgml : 20210830
20210830170345
ACCESSION NUMBER: 0001073429-21-000243
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: JOLAS PAUL M
CENTRAL INDEX KEY: 0001245559
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34530
FILM NUMBER: 211224327
MAIL ADDRESS:
STREET 1: 331 N. MAIN ST.
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_163035740619288.xml
FORM 4
X0306
4
2021-08-26
1
0001073429
U.S. CONCRETE, INC.
USCR
0001245559
JOLAS PAUL M
C/O U.S. CONCRETE, INC.
331 N. MAIN ST.
EULESS
TX
76039
0
1
0
0
SVP, General Counsel, Corp Sec
Common stock
2021-08-18
5
G
0
E
770
0
D
32065
D
Common stock
2021-08-26
4
D
0
32065
74
D
0
D
Restricted stock units
2021-08-26
4
D
0
5520
D
Common stock
5520.0
0
D
Restricted stock units
2021-08-26
4
D
0
2560
D
Common stock
2560.0
0
D
Restricted stock units
2021-08-26
4
D
0
10160
D
Common stock
10160.0
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 Sepehri, as Attorney-in-Fact for Paul M. Jolas
2021-08-30