Matthew Emmert - May 13, 2021 Form 4 Insider Report for U.S. CONCRETE, INC. (USCR)

Role: Regional VP & GM - East
Signature: /s/ CiCi S. Sepehri, as Attorney-in-Fact for Matthew Emmert
Stock symbol: USCR
Transactions as of: May 13, 2021
Transactions value $: -$112,332
Form type: 4
Date filed: 5/17/2021, 06:56 PM
Next filing: Jun 29, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USCR	Common stock	Options Exercise	$0	+4.09K	+39.31%	$0.00	14.5K	May 13, 2021	Direct
transaction	USCR	Common stock	Tax liability	-$112K	-2.02K	-13.9%	$55.72	12.5K	May 13, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	USCR	Restricted stock units	Options Exercise	$0	-4.09K	-28.57%	$0.00	10.2K	May 13, 2021	Common stock	4.09K		Direct	F1, F2, F3, F4

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

Explanation of Responses:

Id	Content
F1	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 2, two shares of common stock in the aggregate.
F2	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 2,046 shares) and (ii) $74.95 per share (resulting in the vesting into a further additional 2,046 shares) within the three-year period from the date of grant.
F3	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.
F4	The Restricted Stock Units are reported as still existing after vesting because they could, as set forth in footnote 2 above, result in vesting into additional shares.