Diane K. Duren - Jul 31, 2024 Form 4 Insider Report for U.S. SILICA HOLDINGS, INC. (SLCA)

Role: Director
Signature: /s/ Stacy Russell, as Attorney-in-Fact
Stock symbol: SLCA
Transactions as of: Jul 31, 2024
Transactions value $: -$1,596,919
Form type: 4
Date filed: 8/1/2024, 05:24 PM
Previous filing: May 16, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SLCA	Common Stock	Disposed to Issuer	-$1.45M	-93.4K	-90.61%	$15.50	9.68K	Jul 31, 2024	Direct	F1
transaction	SLCA	Common Stock	Disposed to Issuer	-$150K	-9.68K	-100%	$15.50	0	Jul 31, 2024	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Diane K. Duren is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Represents shares of U.S. Silica Holdings, Inc. (the "Issuer") common stock, par value $0.01 per share (the "Shares"), disposed of in connection with the Agreement and Plan of Merger, dated as of April 26, 2024 (the "Merger Agreement"), by and among the Issuer, Star Holding LLC and Star Merger Co. In accordance with the Merger Agreement, at the effective time (the "Effective Time") of the merger contemplated thereby (the "Merger"), each Share held by the reporting person was converted into the right to receive $15.50 per share in cash (the "Merger Consideration"), without interest and subject to any required withholding taxes.
F2	In accordance with the Merger Agreement, at the Effective Time, each restricted stock unit award (excluding any performance share unit award) issued pursuant to the U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as amended and restated from time to time (the "Company Equity Plan") (each an "RSU"), that was outstanding as of immediately prior to the Effective Time vested in full and was cancelled in exchange for the right to receive an amount in cash, without interest, equal to the product of (x) the number of Shares subject to such RSU immediately prior to the Effective Time multiplied by (y) the Merger Consideration less (z) any applicable taxes required to be withheld with respect to such payment.

Content

Represents shares of U.S. Silica Holdings, Inc. (the "Issuer") common stock, par value $0.01 per share (the "Shares"), disposed of in connection with the Agreement and Plan of Merger, dated as of April 26, 2024 (the "Merger Agreement"), by and among the Issuer, Star Holding LLC and Star Merger Co. In accordance with the Merger Agreement, at the effective time (the "Effective Time") of the merger contemplated thereby (the "Merger"), each Share held by the reporting person was converted into the right to receive $15.50 per share in cash (the "Merger Consideration"), without interest and subject to any required withholding taxes.

In accordance with the Merger Agreement, at the Effective Time, each restricted stock unit award (excluding any performance share unit award) issued pursuant to the U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as amended and restated from time to time (the "Company Equity Plan") (each an "RSU"), that was outstanding as of immediately prior to the Effective Time vested in full and was cancelled in exchange for the right to receive an amount in cash, without interest, equal to the product of (x) the number of Shares subject to such RSU immediately prior to the Effective Time multiplied by (y) the Merger Consideration less (z) any applicable taxes required to be withheld with respect to such payment.