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* WHIPPOORWILL ASSOCIATES INC (Last) (First) (Middle) 11 MARTINE AVENUE (Street) WHITE PLAINS NY 10606 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/04/2011	3. Issuer Name and Ticker or Trading Symbol US CONCRETE INC [ USCR ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $0.001 per share	742,783	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
9.5% Convertible Secured Notes	01/04/2011	08/31/2015	Common Stock, par value $0.001 per share	747,905	$10.5	D(1)

1. Name and Address of Reporting Person* WHIPPOORWILL ASSOCIATES INC (Last) (First) (Middle) 11 MARTINE AVENUE (Street) WHITE PLAINS NY 10606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* GREENHAUS SHELLEY F (Last) (First) (Middle) 11 MARTINE AVENUE (Street) WHITE PLAINS NY 10606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Gendal Steven K. (Last) (First) (Middle) 11 MARTINE AVENUE (Street) WHITE PLAINS NY 10606 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This is a joint filing by Whippoorwill Associates, Inc. ("Whippoorwill"), Shelley F. Greenhaus and Steven K. Gendal (collectively, the "Reporting Persons"). Whippoorwill is the designated filer. The Reporting Persons are filing this joint Form 3 because each of them may be deemed to be a beneficial owner of the shares covered by this Form 3. The reporting persons disclaim membership in a group with respect to the securities reported herein.

	/s/ Shelley F. Greenhaus, President, on behalf of Whippoorwill Associates, Inc.	01/11/2011
	/s/ Shelley F. Greenhaus	01/11/2011
	/s/ Steven K. Gendal	01/11/2011
	** 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.
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