SEC Form 4 · accession 0001104659-17-030754
Summit Materials, Inc. · SUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ted A Gardner
Director
Period of report
May 4, 2017
Accepted (ET)
May 8, 2017 · 6:09 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 | May 4, 2017 | M | 57,555 | $18.00 | A | 57,555 | I | See Footnote |
| Class A Common StockF1 | May 4, 2017 | F | 36,211 | $28.61 | D | 21,344 | I | See Footnote |
| Class A Common StockF3,F1 | May 5, 2017 | S | 21,344 | $28.04 | D | 0 | I | See Footnote |
| Class A Common Stock | holding | — | — | — | 6,414 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F4 | $18.00 | May 4, 2017 | M | 57,555 | D | — | Mar 11, 2025 | Class A Common Stock | 57,555 | 0 | I |
| WarrantsF5,F4 | $18.00 | holding | — | — | — | — | Mar 11, 2025 | Class A Common Stock | 27,408 | 27,408 | I |
Explanation of responses
- F1Reflects 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.
- F2On May 4, 2017, the Reporting Person exercised warrants to purchase 57,555 shares of Class A Common Stock for $18.00 per share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer withholding 36,211 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 21,344 shares.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $28.03 to $28.07, 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.
- F4These warrants are fully exercisable.
- 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.