SEC Form 4 · accession 0001104659-18-014204
Summit Materials, Inc. · SUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ted A Gardner
Director
Period of report
Feb 27, 2018
Accepted (ET)
Mar 1, 2018 · 9:00 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 StockF1,F2 | Feb 27, 2018 | C | 40,000 | — | A | 40,000 | I | See Footnote |
| Class A Common StockF3,F4 | Feb 28, 2018 | M | 4,098 | — | A | 10,601 | D | |
| Class A Common StockF5,F2 | Mar 1, 2018 | S | 30,000 | $32.01 | D | 10,000 | 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.F2,F1 | — | Feb 27, 2018 | C | 40,000 | D | — | — | Class A Common Stock | 40,000 | 162,752 | I |
| Restricted Stock UnitsF6,F7 | — | Feb 28, 2018 | M | 4,098 | D | — | — | Class A Common Stock | 4,098 | 0 | D |
| Restricted Stock UnitsF6,F8 | — | Feb 28, 2018 | A | 3,994 | A | — | — | Class A Common Stock | 3,994 | 3,994 | 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 limited liability company controlled by Mr. Gardner.
- F3Reflects restricted stock units that upon vesting converted into shares of Class A Common Stock on a one-for-one basis.
- F4Total holdings include shares of Class A Common Stock received pursuant to a stock dividend paid on December 22, 2017.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.82 to $32.26, 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.
- F6Each restricted stock unit represents a contingent right to receive one share of Issuer Class A Common Stock. The restricted stock units will be settled in either Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee.
- F7On February 28, 2017, the Reporting Person was granted 4,098 restricted stock units that vested on February 28, 2018.
- F8These restricted stock units vest on February 28, 2019.
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.