SEC Form 4 · accession 0001209191-15-027970
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
Mar 11, 2015
Accepted (ET)
Mar 19, 2015 · 5:36 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 17, 2015 | P | 10,000 | $18.00 | A | 10,000 | 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.F2,F1 | — | Mar 11, 2015 | A | 318,994 | A | — | — | Class A Common Stock | 318,994 | 318,994 | D |
| LP Units of Summit Materials Holdings L.P.F2,F3,F1 | — | Mar 11, 2015 | A | 1,266,265 | A | — | — | Class A Common Stock | 1,266,265 | 1,266,265 | I |
| WarrantsF2,F4 | $18.00 | Mar 11, 2015 | A | 29,463 | A | — | Mar 11, 2025 | Class A Common Stock | 29,463 | 29,463 | D |
| Options (right to buy)F2,F5 | $18.00 | Mar 11, 2015 | A | 559,181 | A | — | Mar 11, 2025 | Class A Common Stock | 559,181 | 559,181 | D |
| Options (right to buy)F2,F6 | $18.00 | Mar 11, 2015 | A | 726,933 | A | — | Mar 11, 2025 | Class A Common Stock | 726,933 | 726,933 | 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) (the "Registration Statement")) for shares of the issuer's Class A common stock on a one-for-one basis.
- F2These securities were acquired in connection with the reclassification of the interests of Summit Material Holdings L.P. prior to the issuer's initial public offering (as more fully described in the Registration Statement).
- F3Reflects securities held by a trust for the benefit of Mr. Hill's family, for which Mr. Hill's spouse serves as trustee.
- F4The warrants are exercisable beginning on the first anniversary of the closing of the issuer's initial public offering.
- F5The options vest in four equal annual installments beginning on March 11, 2016.
- F6The options vest upon the achievement of certain vesting events more fully described in the Registration Statement.
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.