SEC Form 4 · accession 0000899243-16-025481
Summit Materials, Inc. · SUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W. Hill
Officer — President and CEO · Director
Period of report
Jul 19, 2016
Accepted (ET)
Jul 21, 2016 · 7:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001621563
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Jul 19, 2016 | C | 173,581 | — | A | 193,581 | I | See Footnote |
| Class A Common StockF3,F2 | Jul 19, 2016 | S | 173,581 | $20.67 | D | 20,000 | I | See Footnote |
| Class A Common StockF5,F2 | Jul 20, 2016 | S | 5,000 | $22.06 | D | 15,000 | I | See Footnote |
| Class A Common StockF6,F2 | Jul 21, 2016 | S | 5,000 | $21.79 | D | 10,000 | I | See Footnote |
| Class A Common Stock | holding | — | — | — | 10,150 | D |
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.F1,F2 | — | Jul 19, 2016 | C | 173,581 | D | — | — | Class A Common Stock | 173,581 | 1,012,684 | I |
| LP Units of Summit Materials Holdings L.P.F1 | — | holding | — | — | — | — | — | Class A Common Stock | 26,741 | 26,741 | D |
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)) for shares of the issuer's Class A common stock ("Class A Common Stock") on a one-for-one basis.
- F2Reflects securities held by a trust for the benefit of Mr. Hill's family, for which Mr. Hill's spouse serves as trustee.
- F3This amount represents the $20.75 public offering price per share of Class A Common Stock, less the underwriting discount of $0.08 per share.
- F4These sales were effected pursuant to a Rule 10b5-1 trading plan.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $21.58 to $22.245, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
- F6The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $21.60 to $22.06, inclusive. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
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.