SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Lesley Philip Daren

(Last)

(First)

(Middle)

331 N. MAIN STREET

(Street)

EULESS

76039

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2020

3. Issuer Name and Ticker or Trading Symbol
U.S. CONCRETE, INC. [ USCR ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP - USC Aggregates

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common stock	6,275	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted stock units	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Common stock	2,640	⁽³⁾	D
Restricted stock unit	⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Common stock	6,900	⁽³⁾	D

Explanation of Responses:

1. The Restricted Stock Units were granted on March 1, 2019 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 vested on 5/16/2019 and the remaining half of which vested on 10/14/2019. One of the three Time-Based awards vested on March 1, 2020 and the two remaining Time-Based awards shall vest in equal installments on March 1, 2021 and March 1, 2022.

2. The Performance-Based portion of the March 1, 2019 Restricted Stock Units would result in vesting into additional shares if the average of the daily volume weighted average share price (VWAP) over any period of 20 consecutive trading days attains (i) $54.10 per share (resulting in the vesting into an additional 660 shares) and (ii) $58.60 per share (resulting in the vesting into a further additional 660 shares) within the three-year period from the date of grant.

3. 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 footnotes 2 and 5 (as applicable), two shares of common stock in the aggregate.

4. The Restricted Stock Units were granted on March 1, 2020 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 shall vest on the day that the average of the daily VWAP of the Company's stock over any period of 20 consecutive trading days attains $43.23 per share within the three-year period beginning on the date of grant, and the remaining half of which shall vest on the day that the average of the daily VWAP of the Company's stock over any period of 20 consecutive trading days attains $47.01 per share within the three-year period beginning on the date of grant.

5. The Performance-Based portion of the March 1, 2020 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 over any period of 20 consecutive trading days attains (i) $51.00 per share (resulting in the vesting into an additional 1,380 shares) and (ii) $55.21 per share (resulting in the vesting into a further additional 1,380 shares) within the three-year period from the date of grant.

Remarks:

	/s/ CiCi Sepehri, as Attorney-in-Fact for Philip Daren Lesley	05/21/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.