SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

_______________________

U.S. Concrete, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

90333L201

(CUSIP Number)

William J. Sandbrook

c/o U.S. Concrete, Inc.

2925 Briarpark, Suite 1050

Houston, Texas 77042

(713) 499-6200

(Name, Address and Telephone Number of

Person Authorized to Receive Notices

and Communications)

_______________________

August 22, 2011

(Date of Event which Requires Filing

of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  [  ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 90333L201    Page 1 of 6

1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   William J. Sandbrook
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP                                                                                                                          (a) [   ]                                                                                                                          (b) [   ]
3	SEC USE ONLY
4	SOURCE OF FUNDS   PF and OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH1		7	SOLE VOTING POWER 812,810
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER   62,810
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 812,810
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.31%
14	TYPE OF REPORTING PERSON   IN

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Item 1. Security and Issuer.

This statement on Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of U.S. Concrete, Inc., a Delaware corporation (the “Company”), whose principal executive offices are located at 2925 Briarpark, Suite 1050, Houston, TX 77042.

Item 2. Identity and Background.

This Schedule 13D is being filed by Mr. William J. Sandbrook, a United States citizen.

Mr. Sandbrook’s principal occupation is President and Chief Executive Officer and Director of the Company.  Mr. Sandbrook’s business address is c/o U.S. Concrete, Inc., 2925 Briarpark, Suite 1050, Houston, TX 77042.

During the last five years, Mr. Sandbrook has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration.

Pursuant to the term sheet, dated as of July 14, 2011 (the “Term Sheet”), between the Company and Mr. Sandbrook, which described the basic terms and conditions of Mr. Sandbrook’s employment by the Company, on August 22, 2011 (the “Start Date”), Mr. Sandbrook was granted 750,000 shares of restricted Common Stock under the Company's Management Equity Incentive Plan (the “Plan”), subject to the vesting criteria described in Item 6 below.  No funds were expended by Mr. Sandbrook for this compensatory equity grant.

Pursuant to the Term Sheet, on the Start Date, Mr. Sandbrook was granted 85,852 shares of Common Stock, of which 27,042 shares were withheld to cover applicable statutory rates for federal and Georgia state taxes associated with the grant of Common Stock, and Mr. Sandbrook paid $4,903.18 in additional taxes for this compensatory equity grant.

The remaining 4,000 shares of Common Stock covered by this Schedule 13D were purchased by Mr. Sandbrook in open market transactions, as follows:

·   On August 30, 2011, Mr. Sandbrook purchased 1,000 shares of Common Stock for an aggregate purchase price of $5,800.00;

·   On August 31, 2011, Mr. Sandbrook purchased 1,000 shares of Common Stock for an aggregate purchase price of $5,600.00;

·   On September 2, 2011, Mr. Sandbrook purchased 1,000 shares of Common Stock for an aggregate purchase price of $5,400.00;

·   On September 12, 2011, Mr. Sandbrook purchased 200 shares of Common Stock for an aggregate purchase price of $950.00;

Page 3 of 6

·   On September 15, 2011, Mr. Sandbrook purchased 306 shares of Common Stock for an aggregate purchase price of $1,453.50; and

·   On September 16, 2011, Mr. Sandbrook purchased 494 shares of Common Stock for an aggregate purchase price of $2,346.50.

In each of the foregoing open market transactions, Mr. Sandbrook used personal funds to make the purchase.

Item 4.  Purpose of Transaction.

Mr. Sandbrook is the President and Chief Executive Officer and a director of the Company. In these capacities, Mr. Sandbrook takes and will continue to take an active role in the Company’s management and strategic direction. Additionally, in his capacity as a stockholder of the Company, Mr. Sandbrook reviews and intends to continue to review, on an ongoing and continuing basis, his investment in the Company.  Depending upon the factors discussed below and subject to applicable law and in compliance with the Company’s trading policies, Mr. Sandbrook may from time to time acquire additional securities of the Company or sell or otherwise dispose of some or all of his securities of the Company.  Any transactions that Mr. Sandbrook may pursue may be made at any time and from time to time without prior notice and will depend upon a variety of factors, including, without limitation, current and anticipated future trading prices of the securities of the Company, the financial condition, results of operations and prospects of the Company, general economic, financial market and industry conditions, other investment and business opportunities available to Mr. Sandbrook, tax considerations and other factors.

Other than as described above and other than in his capacity as a director or officer of the Company, Mr. Sandbrook currently has no plans or proposals that relate to or would result in any of the transactions involving the Company described in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although Mr. Sandbrook may from time to time consider pursuing or proposing any such transactions and, in that connection, may discuss, evaluate and/or pursue any such transactions with his advisors, the Company or other persons).

Item 5.  Interest in Securities of the Issuer.

(a) Based on calculations made in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, amended, and there being 12,890,450 shares of Common Stock outstanding as of March 12, 2012, as reported in the Company’s Annual Report on Form 10-K (File No. 001-34530) for the year ended December 31, 2011 filed with the SEC on March 14, 2012, Mr. Sandbrook may be deemed to beneficially own 812,810 shares of Common Stock, representing approximately 6.31% of the shares of outstanding Common Stock.

(b) Mr. Sandbrook has sole voting power and sole dispositive power over 62,810 shares of Common Stock (representing approximately 0.49% of the outstanding shares of Common Stock).  In addition, Mr. Sandbrook has sole voting power over 750,000 shares of restricted Common Stock, but does not have dispositive power of such shares.  The shares of restricted Common Stock are described in Item 6 below.

(c)  Mr. Sandbrook has not effected any transaction in shares of Common Stock during the preceding 60 days.

(d)  Not applicable.

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(e)  Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information in Items 3 and 4 is incorporated herein by reference into this Item 6.

As contemplated by Mr. Sandbrook’s Term Sheet, the Company granted Mr. Sandbrook 85,852 shares of Common Stock and 750,000 shares of restricted Common Stock pursuant to a stock award agreement and a restricted stock award agreement respectively, each dated as of August 22, 2011. The equity grants were made under the Plan.

The grant of 85,852 shares of Common Stock vested fully on the date of grant; however, should Mr. Sandbrook voluntarily terminate his employment with the Company within one year of his start date, he must return the number of shares of Common Stock subject to the award, within thirty (30) days of such termination date. With respect to the 750,000 shares granted on August 22 2012, certain of the shares of restricted Common Stock vest in annual installments from their date of grant, and certain of the shares may vest upon the achievement of certain performance-based criteria.  Of such shares, 450,000 will vest over four (4) years in equal annual installments from the date of the grant and 300,000 will time- and performance-vest in equal portions.  Of the time and performance-vested shares, 150,000 will vest should the Company’s Common Stock price attain a market-closing share price of $16.00 per share for ten consecutive business days prior to August 22, 2014.  The other 150,000 time- and performance-vested shares will vest should the Company’s Common Stock price attain a market-closing share price of $20.00 per share prior to August 22, 2015.  Any of the shares with a performance-vesting hurdle of $16.00 per share that do not vest prior to August 22, 2014 will vest should the share price attain a closing price of $20.00 per share prior to August 22, 2015.

Pursuant to the Executive Severance Agreement, by and between the Company and William J. Sandbrook, dated as of the August 22, 2011 (the “Severance Agreement”), the restricted Common Stock grants will fully vest upon a change of control (as defined therein) and shall remain outstanding and in effect in accordance with their terms, and any restrictions, forfeiture conditions or other conditions or criteria applicable to any such awards shall lapse immediately upon the consummation of such change of control.

The foregoing summaries are qualified in their entirety by reference to the stock award agreement, restricted stock award agreement, the Term Sheet and the Severance Agreement, each of which is filed as an exhibit hereto and incorporated by reference herein.

Item 7.  Materials to be Filed as Exhibits.

Exhibit 1	Restricted Stock Award Agreement, dated August 22, 2011, by and between the Company and William J. Sandbrook.
Exhibit 2	Stock Award Agreement, dated August 22, 2011, by and between the Company and William J. Sandbrook.
Exhibit 3	Term Sheet (filed as Exhibit 99.2 to the Company’s Form 8-K (File No. 001-34530) filed with the SEC on July 26, 2011 and incorporated herein by reference).

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Exhibit 4 Executive Severance Agreement (filed as Exhibit 10.1 to the Company’s Form 8-K (File No. 001-34530) filed with the SEC on August 22, 2011 and incorporated herein by reference).

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  March 16, 2012.

 By:         /s/ William J. Sandbrook                                 

               Name: William J. Sandbrook

EX-99.1

Exhibit 1

U.S. CONCRETE, INC.

RESTRICTED STOCK AWARD AGREEMENT

This Award Agreement (this “Agreement”) is made as of August 22, 2011, by and between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and William J. Sandbrook (“Grantee”).  For value received, the Company hereby grants to Grantee, pursuant to the provisions of the U.S. Concrete, Inc. Management Equity Incentive Plan (the “Plan”), a grant of Seven Hundred Fifty Thousand (750,000) shares of common stock of the Company, par value $0.001 per share (the “Restricted Stock” or this “Award”), effective as of August 22, 2011 (the “Grant Date”), subject to certain restrictions and the terms and conditions set forth herein and in the Plan.  Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.

TERMS AND CONDITIONS OF AWARD

Chapter 1EFFECT OF THE PLAN.  The Award granted to Grantee is subject to all the provisions of the Plan and of this Agreement, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan.  The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Grantee hereunder, and this Award shall be subject, without further action by the Company or Grantee, to such amendment, modification, restatement or supplement.  In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

Chapter 2GRANT.  This Agreement shall evidence the grant of Restricted Stock to Grantee, and Grantee acknowledges that such Restricted Stock is subject to vesting and forfeiture provisions as provided herein and Grantee will not be entitled to transfer, exchange, or otherwise pledge such Restricted Stock, unless and until the shares of Restricted Stock vest as provided in this Award and all tax withholding obligations applicable to such Restricted Stock has been satisfied.  This Award constitutes a Stock Award under, and this Agreement will be deemed for all purposes to constitute an Award Agreement entered into pursuant to, the Plan, which hereby is incorporated in this Agreement by this reference.  Grantee agrees that the Award shall be subject to all of the terms and conditions set forth in this Agreement and the Plan, including, but not limited to, the forfeiture conditions set forth in Section 3.2 hereof, the restrictions on transfer set forth in Section 3.5 hereof and the satisfaction of any applicable tax withholding obligation as set forth in Section 5 hereof.

Chapter 3RESTRICTED SHARES.

VESTING.  Subject to the terms and conditions of this Agreement and the Plan: (i) fifteen percent (15%) of the total number of shares of Restricted Stock will become vested on each of the first four anniversaries of the Grant Date, (ii) twenty percent (20%) of the total number of shares of Restricted Stock will become vested if and when the Company’s Common Stock attains a market closing price of $16.00 per share for ten (10) consecutive business days within a period of three (3) years of the Grant Date, and (iii) twenty percent (20%) of the total number of shares of Restricted Stock in addition to the shares of Restricted Stock that did not otherwise vest pursuant to clause (ii) will become vested if and when the Company’s Common Stock attains a market closing price of $20.00 per share within a period of four (4) years of the Grant Date, in each case, subject to Grantee’s continued service or employment with the Company or its Subsidiaries on each applicable date (each, a “Vesting Date”).  There shall be no proportionate or partial vesting in the periods prior to each Vesting Date and all vesting shall occur only on the appropriate Vesting Date, subject to Grantee’s continued service or employment with the Company or its Subsidiaries on each applicable Vesting Date.  Shares of Restricted Stock that have vested pursuant to this Award are referred to herein as “Vested Restricted Shares,” and shares of Restricted Stock that have not yet vested pursuant to this Award are referred to herein as “Unvested Restricted Shares.”  Notwithstanding the foregoing and subject to any additional benefits that may be provided under any applicable executive severance agreement by and between Grantee and the Company in effect on the date hereof (any such agreement, as may be amended from time to time, is referred to herein as the “Executive Severance Agreement”), upon a termination of Grantee’s service or employment by the Company or its Subsidiaries without Cause, any portion of the Unvested Restricted Shares that would have become vested during the six (6)-month period following such termination shall become immediately vested as of the date of such termination.

If an installment of the vesting would result in a fractional Vested Restricted Share, that installment will be rounded to the next higher or lower whole number by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half, except for the final installment, which will be for the balance of the Restricted Stock.

FORFEITURE.  Except as provided otherwise in the Executive Severance Agreement, and subject to Section 3.1 hereof and to the Committee’s discretion to otherwise accelerate vesting hereunder in accordance with the Plan, all Unvested Restricted Shares shall be immediately forfeited and cancelled upon termination of Grantee’s service or employment with the Company and its Subsidiaries for any reason.

DELIVERY OF SHARES. Upon the Grant Date, the Company shall in its discretion cause a stock certificate registered in the name of the Grantee to be issued and, if it so determines, in its sole discretion deposited together with the stock powers with an escrow agent designated by the Company or cause the Grantee’s right to receive the shares of Common Stock subject to the Award to be evidenced by book-entry registration or such other manner as the Committee may determine.  If an escrow arrangement is used, the Company may cause the escrow agent to issue to the Grantee a receipt evidencing any stock certificate held by it, registered in the name of the Grantee. If the Company determines that the Restricted Stock shall be held by the Company in escrow rather than delivered to the Grantee pending the release of the restrictions in Section 3.1, the Company may require the Grantee to additionally execute and deliver to the Company (A) an escrow agreement satisfactory to the Company, if applicable, and (B) the appropriate blank stock power with respect to the Restricted Stock covered by such agreement.

SECTION 83(b) ELECTION.  The Grantee may but is not required to execute and deliver to the Internal Revenue Service (the “IRS”) a timely, valid election under Section 83(b) of the Code (the “83(b) Election”) with respect to the Restricted Stock and if Grantee does so elect, the Grantee agrees to timely notify and deliver a copy of such election to the Company.  The Grantee understands that under Section 83(b) of the Code, the regulations promulgated thereunder, and certain IRS administrative announcements in the absence of an effective election under Section 83(b) of the Code the Fair Market Value of shares of Restricted Stock on the date on which any forfeiture restrictions applicable to such Restricted Stock lapse may be reportable as ordinary income at that time.  For this purpose, the term “forfeiture restrictions” means the restrictions on transferability in Section 3.5 and the vesting conditions in Section 3.1 of this Agreement.  The Grantee understands that (i) in making the 83(b) Election, Grantee may be taxed at the time the Restricted Stock is acquired hereunder based on the Fair Market Value of the Restricted Stock on the Grant Date and (ii) in order to be effective, the 83(b) Election must be filed with the Internal Revenue Service within thirty (30) days after the date upon which the Restricted Stock was granted hereunder. The Grantee hereby acknowledges that the foregoing description of the tax consequences of the 83(b) Election is not intended to be complete and, among other things, does not describe state, local or foreign income and other tax consequences, and the Company has not provided, and is not hereby providing, the Grantee with tax advice regarding the 83(b) Election and has urged the Grantee to consult the Grantee’s own tax advisor with respect to the income taxation consequences thereof.

NON-TRANSFERABILITY.  This Award may not be transferred, assigned, pledged or otherwise encumbered by Grantee in any manner whatsoever, except that this Award may be transferred by will or by the laws of descent and distribution or pursuant to a domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.   References to Grantee, to the extent relevant in the context, shall include references to authorized transferees.  Except as otherwise determined by the Committee, Grantee shall not sell, transfer, assign, pledge or otherwise encumber or dispose of, by operation of law or otherwise, any portion of this Award.  Any transfer by Grantee in violation of the provisions hereof shall be void and of no force or effect, and shall result in the immediate forfeiture of all Unvested Restricted Shares.

DIVIDENDS; RIGHTS AS STOCKHOLDER.  Cash dividends on shares of Common Stock issuable hereunder shall be credited to a dividend book entry account on behalf of Grantee with respect to each share of Restricted Stock granted to Grantee, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and shall be held uninvested and without interest and paid in cash when and if, the restrictions on any Unvested Restricted Shares lapse in accordance with the provisions hereof.  Stock dividends on shares of Common Stock shall be credited to a dividend book entry account on behalf of Grantee with respect to each share of Restricted Stock granted to Grantee, provided that such stock dividends shall be paid in shares of Common Stock when and if, the restrictions on any Unvested Restricted Shares lapse in accordance with the provisions hereof.  To the extent that any Unvested Restricted Shares are forfeited and cancelled for any reason, all cash dividends and stock dividends credited with respect thereto shall also be forfeited and cancelled at such time.  Except as otherwise provided herein, Grantee shall be the record owner of the Unvested Restricted Shares unless and until any such Unvested Restricted Shares are forfeited and cancelled pursuant to the terms hereof, or sold or otherwise disposed of, and as record owner shall be entitled to all rights as a stockholder of the Company, including without limitation voting rights with respect thereto, and except as otherwise provided by the Plan, Grantee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Grantee with any protection against potential future dilution of Grantee’s interest in the Company for any reason.

Chapter 4TAX MATTERS.

The Company shall have the power and the right to deduct or withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy any applicable federal, state, local and foreign taxes of any kind (including, but not limited to, Grantee’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Restricted Stock and, if Grantee fails to do so, the Company may otherwise refuse to deliver any shares of Common Stock otherwise required to be delivered pursuant to this Agreement.  Any statutorily required withholding obligation with regard to Grantee may be satisfied by reducing the amount of cash or shares of Common Stock otherwise deliverable to Grantee hereunder.

Grantee acknowledges that the tax consequences associated with this Award are complex and that the Company has urged Grantee to review with Grantee’s own tax advisors the federal, state and local tax consequences of this Award.  Grantee is relying solely on such advisors and not on any statements or representations of the Company or any of its Subsidiaries or any of their respective agents.  The Company does not guarantee any particular tax effect, and Grantee shall be solely responsible and liable for the satisfaction of all taxes, penalties and interest that may be imposed on or for the account of Grantee in connection with this Award (including any taxes, penalties and interest under Code Section 409A), and neither the Company nor any of its Subsidiaries shall have any obligation to indemnify or otherwise hold Grantee (or any authorized transferee or beneficiary) harmless from any or all of such taxes, penalties or interest. 

GOVERNING LAW.  This Award shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws provisions that would result in the application of the laws of any other jurisdiction.

NO RIGHT TO CONTINUED SERVICE.  This Award shall not be construed as giving Grantee any right to continued service or employment with the Company or its Subsidiaries.  The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with Grantee, free from any liability or claim under this Award or the Plan, except as expressly provided in this Award.

NATURE OF PAYMENTS.  The Award hereunder shall constitute a special incentive payment to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company or (b) any agreement between the Company and Grantee, except as such plan or agreement shall otherwise expressly provide.

COMPLIANCE WITH LAWS AND REGULATIONS.  The issuance and transfer of the shares of Common Stock hereunder will be subject to compliance by the Company and Grantee with all applicable requirements of federal and state laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of that issuance or transfer.

NON-SOLICITATION AND NON-DISCLOSURE.  In consideration for the grant of the Award, Grantee agrees that Grantee will not, during Grantee’s employment or service with the Company or any of its Subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for Grantee’s own account or on behalf of or together with any other person, entity or organization (a) call on or otherwise solicit any natural person who is employed by, or providing services to, the Company or any Subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or its Subsidiaries, or (b) divert or attempt to divert from the Company or any of its Subsidiaries any customer, client or business relating to the provision of ready-mixed concrete, precast concrete or related concrete products or services.  As further consideration for the grant of the Award, Grantee agrees that Grantee will not at any time, either while employed by, or providing services to, the Company or its Subsidiaries, or at any time thereafter, make any independent use of, or disclose to any other person (except as authorized in advance in writing by the Company) any confidential, nonpublic and/or proprietary information of the Company and its Subsidiaries, including, without limitation, information derived from reports, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, cost summaries, pricing formulae, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of the Company or its Subsidiaries.  This Section 10 shall survive termination of this Award.

BINDING EFFECT.  This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 3.4 of this Award.

SEVERABILITY.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by applicable law.

AMENDMENT; WAIVER; MISCELLANEOUS.  The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan, and the Company shall give written notice to Grantee of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof; provided, however, that if such modification or amendment would adversely affect the rights of Grantee, the Agreement may only be so modified or amended by a writing signed by both the Company and Grantee.  Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board or by the Committee.  A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

ENTIRE AGREEMENT.  This Agreement and the Plan embody the entire agreement of the parties hereto with respect to the Restricted Stock and all other matters contained herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 U.S. CONCRETE, INC.

 By:    /s/ Curt M. Lindeman    

 Name:         Curt M. Lindeman

 Title:           Vice President, General Counsel

                     & Corporate Secretary

Acceptance

Grantee hereby acknowledges receipt of a copy of the Plan, represents that Grantee has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Award, as of the date first written above, subject to all of the terms and provisions of the Plan and this Agreement.

 By:    /s/ William J. Sandbrook

                  Grantee

                   Print Name: William J. Sandbrook

EX-99.2

Exhibit 2

U.S. CONCRETE, INC.

STOCK AWARD AGREEMENT

This Award Agreement (this “Agreement”) is made as of August 22, 2011, by and between U.S. Concrete, Inc., a Delaware corporation (the “Company”), and William J. Sandbrook (“Grantee”).  For value received, the Company hereby grants to Grantee, pursuant to the provisions of the U.S. Concrete, Inc. Management Equity Incentive Plan (the “Plan”), a grant of Eighty-Five Thousand Eight Hundred Fifty-Two (85,852) shares of common stock of the Company, par value $0.001 per share (the “Stock Award” or this “Award”), effective as of August 22, 2011 (the “Grant Date”), subject to the terms and conditions set forth herein and in the Plan.  Unless otherwise defined in this Agreement, capitalized terms used in this Agreement shall have the meanings assigned to them in the Plan.

TERMS AND CONDITIONS OF AWARD

EFFECT OF THE PLAN.  The Stock Award granted to Grantee is subject to all the provisions of the Plan and of this Agreement, together with all rules and determinations from time to time issued by the Committee and by the Board pursuant to the Plan.  The Company hereby reserves the right to amend, modify, restate, supplement or terminate the Plan without the consent of Grantee, so long as such amendment, modification, restatement or supplement shall not materially reduce the rights and benefits available to Grantee hereunder, and the Stock Award shall be subject, without further action by the Company or Grantee, to such amendment, modification, restatement or supplement.  In the event of any conflict between the terms and conditions of this Agreement and the terms and conditions of the Plan, the terms and conditions of the Plan shall control.

GRANT.  This Agreement shall evidence the grant of a Stock Award to Grantee, and Grantee acknowledges that Grantee such Stock Award is subject to a forfeiture and clawback provision as provided herein.  This Award constitutes a Stock Award under, and this Agreement will be deemed for all purposes to constitute an Award Agreement entered into pursuant to, the Plan, which hereby is incorporated in this Agreement by this reference.  Grantee agrees that the Award shall be subject to all of the terms and conditions set forth in this Agreement and the Plan, including, but not limited to, the forfeiture conditions set forth in Section 3.2 hereof and the satisfaction of any applicable tax withholding obligation as set forth in Section 5 hereof.

TERMS AND CONDITIONS.

VESTING.  The Stock Award shall be fully vested as of the Grant Date.

FORFEITURE AND CLAWBACK.  Notwithstanding anything to the contrary contained herein or otherwise, if the Grantee’s service or employment with the Company and its Subsidiaries is voluntarily terminated by the Grantee for any reason at any time prior to the first anniversary of the Grant Date, Grantee shall be required to return to the Company within thirty (30) days following such termination of employment, the number of shares of Common Stock subject to the Stock Award, including the number of shares of Common Stock that were withheld by the Company for purposes of satisfying the tax withholding obligation in accordance with Section 5 hereof and the Grantee shall have no further rights with respect to such Common Stock under this Agreement or otherwise.

DELIVERY OF SHARES. Upon the Grant Date, the Company shall in its discretion cause a stock certificate registered in the name of the Grantee to be issued to Grantee or cause the Grantee’s right to receive the shares of Common Stock subject to the Stock Award to be evidenced by book-entry registration or such other manner as the Committee may determine.

DIVIDENDS; RIGHTS AS STOCKHOLDER.  Grantee shall have all rights as a stockholder of the Company with respect to shares of Common Stock subject to the Stock Award, including the rights to receive dividends on the same basis as other stockholder’s of the Company.  Except as otherwise provided by the Plan, Grantee agrees and understands that nothing contained in this Agreement provides, or is intended to provide, Grantee with any protection against potential future dilution of Grantee’s interest in the Company for any reason.

TAX MATTERS.  The Company shall have the power and the right to deduct or withhold, or require Grantee to remit to the Company, an amount sufficient to satisfy any applicable federal, state, local and foreign taxes of any kind (including, but not limited to, Grantee’s FICA and SDI obligations) which the Company, in its sole discretion, deems necessary to be withheld or remitted to comply with the Code and/or any other applicable law, rule or regulation with respect to the Stock Award and, if Grantee fails to do so, the Company may otherwise refuse to deliver any shares of Common Stock otherwise required to be delivered pursuant to this Agreement.  The Company and Grantee acknowledge and agree that all statutorily required withholding obligation with regard to Grantee will be satisfied by reducing the number of shares of Common Stock otherwise deliverable to Grantee hereunder.

GOVERNING LAW.  This Award shall be construed, interpreted and enforced in accordance with the laws of the State of Delaware without regard to any applicable conflicts of laws provisions that would result in the application of the laws of any other jurisdiction.

NO RIGHT TO CONTINUED SERVICE.  This Award shall not be construed as giving Grantee any right to continued service or employment with the Company or its Subsidiaries.  The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with Grantee, free from any liability or claim under this Award or the Plan, except as expressly provided in this Award.

NATURE OF AWARD.  The Sock Award granted hereunder shall constitute a special incentive payment to Grantee and shall not be taken into account in computing the amount of salary or compensation of Grantee for the purpose of determining any retirement, death or other benefits under (a) any retirement, bonus, life insurance or other employee benefit plan of the Company or (b) any agreement between the Company and Grantee, except as such plan or agreement shall otherwise expressly provide.

COMPLIANCE WITH LAWS AND REGULATIONS.  The issuance and transfer of the shares of Common Stock hereunder will be subject to compliance by the Company and Grantee with all applicable requirements of federal and state laws and with all applicable requirements of any stock exchange on which the Common Stock may be listed at the time of that issuance or transfer.

NON-SOLICITATION AND NON-DISCLOSURE.  In consideration for the grant of the Award, Grantee agrees that Grantee will not, during Grantee’s employment or service with the Company or any of its Subsidiaries, and for one year thereafter, directly or indirectly, for any reason, for Grantee’s own account or on behalf of or together with any other person, entity or organization (a) call on or otherwise solicit any natural person who is employed by, or providing services to, the Company or any Subsidiary of the Company in any capacity with the purpose or intent of attracting that person from the employ of the Company or its Subsidiaries, or (b) divert or attempt to divert from the Company or any of its Subsidiaries any customer, client or business relating to the provision of ready-mixed concrete, precast concrete or related concrete products or services.  As further consideration for the grant of the Award, Grantee agrees that Grantee will not at any time, either while employed by, or providing services to, the Company or its Subsidiaries, or at any time thereafter, make any independent use of, or disclose to any other person (except as authorized in advance in writing by the Company) any confidential, nonpublic and/or proprietary information of the Company and its Subsidiaries, including, without limitation, information derived from reports, work in progress, codes, marketing and sales programs, customer lists, records of customer service requirements, cost summaries, pricing formulae, methods of doing business, ideas, materials or information prepared or performed for, by or on behalf of the Company or its Subsidiaries.  This Section 10 shall survive termination of this Award.

BINDING EFFECT.  This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, successors and assigns.

SEVERABILITY.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by applicable law.

AMENDMENT; WAIVER; MISCELLANEOUS.  The Committee shall have the right, in its sole discretion, to modify or amend this Agreement from time to time in accordance with and as provided in the Plan, and the Company shall give written notice to Grantee of any such modification or amendment of this Agreement as soon as practicable after the adoption thereof; provided, however, that if such modification or amendment would adversely affect the rights of Grantee, the Agreement may only be so modified or amended by a writing signed by both the Company and Grantee.  Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board or by the Committee.  A waiver on one occasion shall not be deemed to be a waiver of the same or any other breach on a future occasion.

ENTIRE AGREEMENT.  This Agreement and the Plan embody the entire agreement of the parties hereto with respect to the Stock Award and all other matters contained herein.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

 U.S. CONCRETE, INC.

 By:  /s/ Curt M. Lindeman    

 Name:     Curt M. Lindeman

 Title:       Vice President, General Counsel &

                 Corporate Secretary

Acceptance

Grantee hereby acknowledges receipt of a copy of the Plan, represents that Grantee has read and understands the terms and provisions of the Plan and this Agreement, and accepts the Award, as of the date first written above, subject to all of the terms and provisions of the Plan and this Agreement.

 By:           /s/ William J. Sandbrook   

                                Grantee

 Name:  William J. Sandbrook