SEC Form 4 · accession 0001104659-16-161720

Summit Materials, Inc. · SUM

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Ted A Gardner

Director

Period of report

Dec 8, 2016

Accepted (ET)

Dec 12, 2016 · 7:11 pm EST

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 Stock^F1,F2	Dec 8, 2016	C	1,000,000	—	A	1,000,000	I	See Footnote
Class A Common Stock^F3,F2	Dec 12, 2016	S	1,000,000	$24.20	D	0	I	See Footnote
Class A Common Stock^F1,F2	Dec 12, 2016	C	611,000	—	A	611,000	I	See Footnote
Class A Common Stock^F4,F2	Dec 12, 2016	S	611,000	$23.85	D	0	I	See Footnote

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	—	Dec 8, 2016	C	1,000,000	D	—	—	Class A Common Stock	1,000,000	611,022	I
LP Units of Summit Materials Holdings L.P.^F1,F2	—	Dec 12, 2016	C	611,000	D	—	—	Class A Common Stock	611,000	22	I
LP Units of Summit Materials Holdings L.P.^F5,F1	—	holding	—	—	—	—	—	Class A Common Stock	202,572	202,572	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)) for shares of the issuer's Class A common stock on a one-for-one basis.
F2Reflects securities held by certain investment funds affiliated with Silverhawk Summit, L.P. ("Silverhawk"). Mr. Gardner, a managing partner and co-founder of Silverhawk, may be deemed to have beneficial ownership of the securities of the issuer held by Silverhawk.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $24.00 to $24.37, 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.
F4The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $23.85 to $23.89, 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.
F5Reflects securities held by a limited liability company controlled by Mr. Gardner.

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.