Kurt Matthew Cellar - Aug 26, 2021 Form 4 Insider Report for U.S. CONCRETE, INC. (USCR)

Role: Director
Signature: /s/ CiCi Sepehri, as Attorney-in-Fact for Kurt Matthew Cellar
Stock symbol: USCR
Transactions as of: Aug 26, 2021
Transactions value $: -$7,744,914
Form type: 4
Date filed: 8/30/2021, 04:54 PM
Previous filing: May 17, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	USCR	Common stock	Disposed to Issuer	-$7.23M	-97.7K	-100%	$74.00	Aug 26, 2021	Direct	F1, F2
transaction	USCR	Common stock	Disposed to Issuer	-$74K	-1K	-100%	$74.00	Aug 26, 2021	By Reporting Person as UTMA custodian for Grant Cellar	F1
transaction	USCR	Common stock	Disposed to Issuer	-$74K	-1K	-100%	$74.00	Aug 26, 2021	By Reporting Person as UTMA custodian for Blake Cellar	F1
transaction	USCR	Common stock	Disposed to Issuer	-$370K	-5K	-100%	$74.00	Aug 26, 2021	by Margaret Cellar 2010 Trust	F1

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

Kurt Matthew Cellar is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 6, 2021, by and among U.S. Concrete, Inc. (the "Issuer"), Vulcan Materials Company, and Grizzly Merger Sub I, Inc. (the "Merger Agreement"), on August 26, 2021, each share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $74.00 per share in cash (the "Merger Consideration"), without interest, as described in the Merger Agreement.
F2	2,010 of these securities represent shares of Common Stock underlying the Reporting Person's restricted stock unit ("RSU") awards subject to time-based vesting. Pursuant to the Merger Agreement, on August 26, 2021, unvested RSUs outstanding immediately prior to the Effective Time were canceled and converted into the right to receive the Merger Consideration.

Content

Pursuant to the terms of the Agreement and Plan of Merger, dated as of June 6, 2021, by and among U.S. Concrete, Inc. (the "Issuer"), Vulcan Materials Company, and Grizzly Merger Sub I, Inc. (the "Merger Agreement"), on August 26, 2021, each share of the Issuer's common stock ("Common Stock") issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) and not otherwise excluded pursuant to the terms of the Merger Agreement, was converted into the right to receive $74.00 per share in cash (the "Merger Consideration"), without interest, as described in the Merger Agreement.

2,010 of these securities represent shares of Common Stock underlying the Reporting Person's restricted stock unit ("RSU") awards subject to time-based vesting. Pursuant to the Merger Agreement, on August 26, 2021, unvested RSUs outstanding immediately prior to the Effective Time were canceled and converted into the right to receive the Merger Consideration.