U.S. Concrete (USCR) Form 4 U.S. CONCRETE / Philip Daren Lesley 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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X

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^*

Lesley Philip Daren

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP - USC Aggregates

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2021

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	08/26/2021		D(1)		15,569	D	$74	0	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	(2)	08/26/2021		D			2,760	(3)	(3)	Common stock	2,760	(4)	0	D
Restricted stock units	(2)	08/26/2021		D			660	(5)	(5)	Common stock	660	(4)	0	D
Restricted stock units	(2)	08/26/2021		D			7,672	(6)	(6)	Common stock	7,672	(4)	0	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. These Restricted Stock Units were granted on March 1, 2019 with time-based vesting and were scheduled to vest on March 1, 2022.

6. 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.

Remarks:

	/s/ CiCi Sepehri, as Attorney-in-Fact for Philip Daren Lesley	08/30/2021
	** 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).
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