Jeffrey W. Roberts - Aug 26, 2021 Form 4 Insider Report for U.S. CONCRETE, INC. (USCR)

Role
Regional VP & GM - Central
Signature
/s/ CiCi Sepehri, as Attorney-in-Fact for Jeffrey W. Roberts
Stock symbol
USCR
Transactions as of
Aug 26, 2021
Transactions value $
-$1,862,580
Form type
4
Date filed
8/30/2021, 05:32 PM
Previous filing
Jun 29, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction USCR Common stock Disposed to Issuer -$1.86M -25.2K -100% $74.00 0 Aug 26, 2021 Direct F1

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 Disposed to Issuer -4.16K -100% 0 Aug 26, 2021 Common stock 4.16K Direct F2, F3, F4
transaction USCR Restricted stock units Disposed to Issuer -1.34K -100% 0 Aug 26, 2021 Common stock 1.34K Direct F2, F4, F5
transaction USCR Restricted stock units Disposed to Issuer -8.7K -100% 0 Aug 26, 2021 Common stock 8.7K Direct F2, F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey W. Roberts 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, subject to any required withholding taxes described in the Merger Agreement.
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.
F3 These Restricted Stock Units were granted on March 1, 2020 with time-based vesting and were scheduled to vest in equal installments on March 1, 2022 and March 1, 2023.
F4 At the Effective Time, pursuant to the Merger Agreement, each Restricted Stock Unit in respect of the Issuer's Common Stock ("Company RSUs") that was outstanding as of and immediately prior to the Effective Time was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the total number of Issuer Common Stock subject to such Company RSUs and (ii) the Merger Consideration, subject to applicable withholding taxes.
F5 These Restricted Stock Units were granted on March 1, 2019 with time-based vesting and were scheduled to vest on March 1, 2022.
F6 These Restricted Stock Units were granted on March 1, 2021 and were to vest as follows: (i) 75% were time-based with vesting to have occurred in equal installments on March 1, 2022, March 1, 2023 and March 1, 2024, and (ii) the remaining 25% were performance-based with vesting to have occurred once the average of the daily VWAP of the Issuer's stock over any period of 20 consecutive trading days attained $74.95 per share within the three year period from the date of grant.