U.S. Silica (SLCA) Form 4 U.S. SILICA / MICHAEL L WINKLER 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^*

WINKLER MICHAEL L

(Last) (First) (Middle)

C/O US SILICA HOLDINGS INC.

24275 KATY FREEWAY SUITE 600

(Street)

KATY TX 77494

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
U.S. SILICA HOLDINGS, INC. [ SLCA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2020

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	04/01/2020		M(1)		3,087	A	$0.00	277,271	D
Common Stock	04/01/2020		F(2)		752	D	$1.55	276,519	D
Common Stock	04/01/2020		M(3)		5,600	A	$0.00	282,119	D
Common Stock	04/01/2020		F(2)		1,364	D	$1.55	280,755(4)	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	(5)	04/01/2020		M			3,087	(6)	(6)	Common Stock	3,087	$0.00	0	D
Restricted Stock	(5)	04/01/2020		M			5,600	(7)	(7)	Common Stock	5,600	$0.00	5,599	D

Explanation of Responses:

1. Scheduled vesting of restricted stock units granted on April 1, 2017.

2. Represents tax withholding on vested restricted stock units.

3. Scheduled vesting of restricted stock units granted on April 1, 2018.

4. Includes (i) 30,210 restricted stock units granted on February 12, 2019 which will vest in equal installments on February 12, 2021 and 2022 and (ii) 104,839 restricted stock units granted on February 6, 2020 which will vest in three equal installments on the anniversary of the grant date.

5. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting of the unit.

6. Restricted Stock Units granted on April 1, 2017 and vesting in three equal installments on the anniversaries of the grant date.

7. Restricted Stock Units granted on April 1, 2018 and vesting in three equal installments on the anniversaries of the grant date.

Remarks:

	/s/ Matthew Rinegar, as Attorney-In-Fact	04/03/2020
	** 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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