SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Rayner Robert Martin

(Last)

(First)

(Middle)

C/O U.S. CONCRETE, INC.

331 N. MAIN ST.

(Street)

EULESS

76039

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
US CONCRETE INC [ NONE ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2013

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	06/17/2013		M		7,858⁽¹⁾	A	$0	39,391	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Incentive Restricted Stock Units	⁽²⁾	06/17/2013		M		7,858		⁽³⁾	⁽³⁾	Common stock	7,858	$0	0	D

Explanation of Responses:

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.

Remarks:

	/s/ Lisa Sutter, as Attorney-in-Fact for Robert Martin Rayner	06/19/2013
	** 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 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).
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