Initial Statement of Beneficial Ownership (3)
May 21 2020 - 6:57PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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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
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Lesley Philip Daren |
2. Date of Event Requiring Statement (MM/DD/YYYY)
5/14/2020
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3. Issuer Name and Ticker or Trading Symbol
U.S. CONCRETE, INC. [USCR]
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(Last)
(First)
(Middle)
331 N. MAIN STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
VP - USC Aggregates / |
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(Street)
EULESS, TX 76039
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Common stock | 6275 | 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. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Restricted stock units | (1)(2) | (1)(2) | Common stock | 2640.0 | (3) | D | |
| Restricted stock unit | (4)(5) | (4)(5) | Common stock | 6900.0 | (3) | D | |
| Explanation of Responses: |
| (1) | 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. One of the three Time-Based awards vested on March 1, 2020 and the two remaining Time-Based awards shall vest in equal installments on March 1, 2021 and March 1, 2022. |
| (2) | The Performance-Based portion of the March 1, 2019 Restricted Stock Units 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 660 shares) and (ii) $58.60 per share (resulting in the vesting into a further additional 660 shares) within the three-year period from the date of grant. |
| (3) | 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 footnotes 2 and 5 (as applicable), two shares of common stock in the aggregate. |
| (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 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 $43.23 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 $47.01 per share within the three-year period beginning on 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 over any period of 20 consecutive trading days attains (i) $51.00 per share (resulting in the vesting into an additional 1,380 shares) and (ii) $55.21 per share (resulting in the vesting into a further additional 1,380 shares) 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 |
Lesley Philip Daren
331 N. MAIN STREET
EULESS, TX 76039 |
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| VP - USC Aggregates |
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Signatures
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| /s/ CiCi Sepehri, as Attorney-in-Fact for Philip Daren Lesley | | 5/21/2020 |
| **Signature of Reporting Person | Date |
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