Gene Padgett - 31 Jul 2024 Form 4 Insider Report for U.S. SILICA HOLDINGS, INC.

Reporting relationship: VP, CAO and Controller
Issuer ticker: N/A
Reported as of: 31 Jul 2024
Net transaction value: -$645,606
SEC form: 4
Accepted by SEC: 01 Aug 2024, 17:23:11 UTC
Prior SEC filing: 12 Feb 2024
Next SEC filing: 29 Jan 2025
Source filing: View source filing
Reporting owner signature: /s/ Stacy Russell, as Attorney-in-Fact

Key filing fact

Gene Padgett filed Form 4 for U.S. SILICA HOLDINGS, INC. on 01 Aug 2024.

Key facts

This page summarizes Gene Padgett's Form 4 filing for U.S. SILICA HOLDINGS, INC..
2 reported transactions and 0 derivative rows are listed below.
Accepted by SEC: 01 Aug 2024, 17:23.

Change

Previous filing in this sequence was filed on 12 Feb 2024.
Current net transaction value: -$645,606.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SLCA transaction

Common Stock

Disposed to Issuer

Transaction value: $314,696
Shares: -20,303
Change %: -100%
Price: $15.50
Shares after: 0
Date: 31 Jul 2024
Ownership: Direct
Footnotes: F1, F2

SLCA transaction

Performance-Based Restricted Stock Units

Disposed to Issuer

Transaction value: $330,910
Shares: -21,349
Change %: -100%
Price: $15.50
Shares after: 0
Date: 31 Jul 2024
Ownership: Direct
Footnotes: F3, F4

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Gene Padgett is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

In accordance with the Agreement and Plan of Merger, dated as of April 26, 2024 (the "Merger Agreement"), by and among U.S. Silica Holdings, Inc. (the "Issuer"), Star Holding LLC and Star Merger Co., at the effective time (the "Effective Time") of the merger contemplated thereby (the "Merger"), each restricted stock unit award (excluding any PSU) 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 of the Issuer's common stock, par value $0.01 per share (the "Shares") subject to such RSU immediately prior to the Effective Time multiplied by (y) $15.50 per share in cash (the "Merger Consideration") less (z)

Footnote F2

(Continued from footnote 1) any applicable taxes required to be withheld with respect to such payment.

Footnote F3

In accordance with the Merger Agreement, at the Effective Time, each performance share unit award issued pursuant to the Company Equity Plan (each, a "PSU") 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 PSU multiplied by (y) the Merger Consideration, less (z) any applicable taxes required to be withheld with respect to such payment. Each PSU became fully vested with respect to a number of shares equal to: (x) for each such award granted in 2022, 133% and 134% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively, (y) for each such award granted in 2023, 138% and 101% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively and (z)

Footnote F4

(Continued from footnote 3) for each such award granted in 2024, 200% and 100% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively.