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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Incentive Restricted Stock Units | (2) | 06/17/2013 | M | 7,858 | (3) | (3) | Common stock | 7,858 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Rayner Robert Martin C/O U.S. CONCRETE, INC. 331 N. MAIN ST. EULESS, TX 76039 |
X | |||
| /s/ Lisa Sutter, as Attorney-in-Fact for Robert Martin Rayner | 06/19/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The Company awards restricted stock units (RSUs)under the Company's Management Equity Incentive Plan MEIP).For each RSU awarded,the awardee received an equal number of incentive restricted stock units, or IRSUs.The IRSU may not vest until a performance goal is satisfied. The IRSUs performance goal is deemed to be achieved on the earlier of (a) the conversion of 95% of the Companys 9.5% Convertible Secured Notes due in 2015 issued pursuant to an Indenture or (b) the date the Company delivers a Conversion Event Notice in accordance with the terms of the Indenture (following the closing price of the Company's common stock being above $15.75 for 20 trading days in a period of 30 trading days).The MEIP states that the awardee is entitled to receive 0.3502 shares of common stock for every IRSU deemed vested per the agreement at the time that the Company issues the Conversion Event Notice. The number 7,858 reported here reflects the result of multiplying the awardees vested IRSUs by .3502. |
| (2) | Each IRSU was granted under the Company's Management Equity Incentive Plan. Each IRSU represents the right to receive 0.35020 share of common stock of the Company upon satisfaction of the performance goal. The number 7,858 reported here reflects the result of multiplying the awardee's vested IRSUs by .3502. |
| (3) | The underlying RSUs and the IRSUs time vest as to one-eighth (1/8) of the shares subject thereto on each of the first eight (8) quarterly anniversaries of October 1, 2010. The performance goal for the IRSUs must have been satisfied by August 31, 2015 or the IRSUs would have automatically forfeited. |