SEC Form 4 · accession 0001104659-18-018405
Summit Materials, Inc. · SUM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas W. Hill
Officer — President & CEO · Director
Period of report
Mar 14, 2018
Accepted (ET)
Mar 16, 2018 · 7:22 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 Stock | Mar 14, 2018 | M | 4,343 | $18.00 | A | 146,245 | D | |
| Class A Common Stock | Mar 14, 2018 | M | 89,850 | $18.00 | A | 236,095 | D | |
| Class A Common Stock | Mar 14, 2018 | M | 47,959 | $17.07 | A | 284,054 | D | |
| Class A Common StockF1,F2 | Mar 14, 2018 | S | 300 | $31.26 | D | 283,754 | D | |
| Class A Common StockF1,F3 | Mar 14, 2018 | S | 18,748 | $31.60 | D | 265,006 | D | |
| Class A Common StockF1,F4 | Mar 14, 2018 | S | 123,104 | $31.01 | D | 141,902 | D | |
| Class A Common Stock | Mar 15, 2018 | M | 61,375 | $18.00 | A | 203,277 | D | |
| Class A Common StockF1,F5 | Mar 15, 2018 | S | 7,006 | $31.07 | D | 196,271 | D | |
| Class A Common StockF1,F6 | Mar 15, 2018 | S | 54,369 | $30.31 | D | 141,902 | D | |
| Class A Common Stock | Mar 16, 2018 | M | 244,432 | $18.00 | A | 386,334 | D | |
| Class A Common StockF1,F7 | Mar 16, 2018 | S | 5,600 | $30.59 | D | 380,734 | D | |
| Class A Common StockF1,F8 | Mar 16, 2018 | S | 238,832 | $31.15 | D | 141,902 | D | |
| Class A Common StockF9 | holding | — | — | — | 365 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options (right to buy)F10 | $18.00 | Mar 14, 2018 | M | 4,343 | D | — | Mar 11, 2025 | Class A Common Stock | 4,343 | 275,248 | D |
| Options (right to buy)F11 | $18.00 | Mar 14, 2018 | M | 89,850 | D | — | Mar 11, 2025 | Class A Common Stock | 89,850 | 566,673 | D |
| Options (right to buy)F12 | $17.07 | Mar 14, 2018 | M | 47,959 | D | — | Feb 24, 2026 | Class A Common Stock | 47,959 | 23,979 | D |
| Options (right to buy)F11 | $18.00 | Mar 15, 2018 | M | 61,375 | D | — | Mar 11, 2025 | Class A Common Stock | 61,375 | 505,298 | D |
| Options (right to buy)F11 | $18.00 | Mar 16, 2018 | M | 244,432 | D | — | Mar 11, 2015 | Class A Common Stock | 244,432 | 260,866 | D |
Explanation of responses
- F1The Board of Directors of the Issuer has instituted robust ownership guidelines for the Reporting Person, requiring that he hold a value of 6 times his base salary in the Issuer's equity. After the above reported sales the Reporting Person will hold almost 34 times his base salary in the Issuer's equity (using the closing price of $31.81 on March 13, 2018, the day before the first sale reported). This calculation does not include unvested options or performance share units.
- F10Reflects the grant of 559,181 options that vest in four equal annual installments beginning on March 11, 2016.
- F11Reflects the grant of 726,933 options that vest in four equal annual installments beginning on March 11, 2016.
- F12Reflects the grant of 71,938 options that vest in three equal annual installments beginning on February 24, 2017.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.25 to $31.28, 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.
- F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.50 to $31.98, 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 $30.80 to $31.26, 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.
- F5The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $31.00 to $31.23, 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 $30.25 to $30.38, 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.
- F7The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $30.50 to $30.68, 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.
- F8The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $30.70 to $31.68, 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.
- F9Reflects securities held by a trust for the benefit of Mr. Hill's family, for which Mr. Hill's 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.