SEC FORM 4 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*
Kunz John E

(Last) (First) (Middle)
331 N. MAIN STREET

(Street)
EULESS TX 76039

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
US 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)
SVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/16/2019
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 05/16/2019 M 3,260(1) A $0 15,852 D
Common stock 05/16/2019 F 1,278 D $48.75 14,574 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) 05/16/2019(1) M 3,260 (3)(4) (3)(4) Common stock 3,260 $0 16,300(5) D
Explanation of Responses:
1. The first performance-based target of a 20-day consecutive trading-day threshold of $45.90 was achieved.
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, or, as set forth in footnote 4, two shares of common stock in the aggregate.
3. 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 already vested on the day that the average of the daily volume-weighted average share price of the Company's stock over any period of 20 consecutive trading days attained $45.90 per share, and the remaining half of which shall vest on the day that the average of the daily volume-weighted average share price of the Company's stock over any period of 20 consecutive trading days attains $49.90 per share within the three-year period beginning on the date of grant.
4. The Performance-Based portion of the 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) $54.10 per share (resulting in the vesting into an additional 3,260 shares) and (ii) $58.60 per share (resulting in the vesting into a further additional 3,260 shares) within the three-year period from the date of grant.
5. The Restricted Stock Units are reported as still existing after vesting because they could, as set forth in footnote 4 above, result in vesting into additional shares.
Remarks:
/s/ CiCi Sepehri, as Attorney-in-Fact for John E. Kunz 05/20/2019
** 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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