U.S. Concrete (USCR) Form 4 U.S. CONCRETE / Ronnie A Pruitt ownership change

SEC Form 4

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^*

Pruitt Ronnie A

(Last) (First) (Middle)

331 N. MAIN STREET

(Street)

EULESS TX 76039

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U.S. CONCRETE, INC. [ USCR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/13/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	05/13/2021		M		17,860	A	$0	70,483	D
Common stock	05/13/2021		F		7,028	D	$55.72	63,455	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)	05/13/2021		M			17,860	(2)(3)	(2)(3)	Common stock	17,860	$0	44,650(4)	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, two shares of common stock in the aggregate.

2. 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 achieved their 20-day VWAP performance hurdle of $58.69 per share on March 19, 2021, and the remaining half of which achieved their 20-day VWAP performance hurdle of $63.82 per share on April 1, 2021. Because the March 1, 2021 RSU awards were granted contingent upon the approval by the Company's shareholders of a proposed LTIP amendment to reload shares at its May 13, 2021 Annual Meeting, the earliest date on which these RSUs could vest was May 13, 2021.

3. 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.

4. The Restricted Stock Units are reported as still existing after vesting because they could, as set forth in footnote 3 above, result in vesting into additional shares.

Remarks:

	/s/ CiCi S. Sepehri, as Attorney-in-Fact for Ronnie Pruitt	05/17/2021
	** 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).
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