Gibson T. Dawson - Jun 25, 2021 Form 4 Insider Report for U.S. CONCRETE, INC. (USCR)

Role: VP, Corporate Controller & CAO
Signature: /s/ CiCi S. Sepehri, as Attorney-in-Fact for Gibson T. Dawson
Stock symbol: USCR
Transactions as of: Jun 25, 2021
Transactions value $: -$19,531
Form type: 4
Date filed: 6/29/2021, 09:16 AM
Previous filing: May 17, 2021
Next filing: Aug 30, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	USCR	Common stock	Options Exercise	$0	+1.09K	+9.52%	$0.00	12.5K	Jun 25, 2021	Direct	F1
transaction	USCR	Common stock	Tax liability	-$19.5K	-265	-2.12%	$73.70	12.2K	Jun 25, 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	-1.09K	-20%	$0.00	4.34K	Jun 25, 2021	Common stock	1.09K		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	The March 1, 2021 stock award's third performance-based target of a 20-day consecutive trading day threshold of $69.23 per share, as set forth in footnote 3, was achieved.
F2	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 3, two shares of common stock in the aggregate.
F3	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 1,086 shares) and (ii) $74.95 per share (resulting in the vesting into a further additional 1,086 shares) within the three-year period from the date of grant.
F4	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.