SEC Form 4 · accession 0000899243-15-003062
Summit Materials, Inc. · SUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian James Harris
Officer — EVP & Chief Financial Officer
Period of report
Aug 11, 2015
Accepted (ET)
Aug 13, 2015 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001621563
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| LP Units of Summit Materials Holdings L.P.F2,F3,F4,F1 | — | Aug 11, 2015 | D | 100,747 | D | — | — | Class A Common Stock | 100,747 | 547,951 | I |
Explanation of responses
- F1Pursuant to the terms of an exchange agreement, dated as of March 11, 2015, the limited partnership units of Summit Materials Holdings L.P. ("LP Units") reported herein are exchangeable from and after the first anniversary of the closing of the issuer's initial public offering (subject to the terms of the exchange agreement and vesting requirements, including certain vesting events more fully described in the issuer's Registration Statement on Form S-1 (File No. 333-201058) (the "Registration Statement")) for shares of the issuer's Class A common stock on a one-for-one basis.
- F2The Reporting Person sold to the issuer the number of LP Units set forth above at a price per LP Unit of $24.784375, which represents the $25.75 price at which the issuer's Class A common stock was sold in a secondary offering, less the underwriters' discount of $0.965625 per share.
- F3Total holdings include LP Units acquired in connection with a dividend of LP Units from Summit Materials Holdings GP, Ltd., of which the Reporting Person is a shareholder. The acquisition of such LP Units was exempt pursuant to Rule 16a-9.
- F4Reflects securities held by a trust for the benefit of Mr. Harris' family, for which Mr. Harris' spouse serves as trustee.
Remarks
The Reporting Person disclaims beneficial ownership of the securities reported herein as indirectly beneficially owned, except to the extent of his pecuniary interest therein.