SEC Form 3 · accession 0001144204-18-063939
Concrete Pumping Holdings, Inc. · BBCP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Argand Partners, LP
10% Owner
Period of report
Dec 6, 2018
Accepted (ET)
Dec 10, 2018 · 9:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001703956
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 4,403,325 | I | See Footnote | |
| Common StockF3,F4 | holding | — | — | — | 7,784,313 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF2,F5 | — | holding | — | — | — | — | — | Common Stock | 10,822,500 | — | I |
Explanation of responses
- F11. In connection with the consummation of the Issuer's initial business combination on December 6, 2018 (the "business combination"), each outstanding share of Class B common stock, par value $0.0001 per share ("Founder Shares") of Industrea Acquisition Corp. ("Industrea"), was converted into one share of the Issuer's common stock, par value $0.0001 ("common stock"). Industrea Alexandria LLC (the "Sponsor"), which is 100% owned by funds managed by the Reporting Person, held 4,403,325 Founder Shares prior to the business combination, which were converted into 4,403,325 shares of common stock upon consummation of the business combination.
- F2The securities are held directly by the Sponsor, which is 100% owned by funds managed by the Reporting Person, and as such has voting and dispositive control over all of the securities held directly by the Sponsor.
- F37,784,313 shares of Class A common stock, par value $0.0001, of Industrea were acquired by funds managed by the Reporting Person pursuant to that certain Subscription Agreement, dated as of September 7, 2018, by and among the Issuer, Industrea, and Argand Partners Fund, LP. In connection with the business combination, each outstanding share of Industrea's common stock was exchanged for one share of the Issuer's common stock.
- F46,684,692 shares are held directly by Argand Partners Fund, LP, 445,225 shares are held directly by Argand Partners Institutional Co-Invest Fund, LP, 335,808 shares are held directly by Argand Partners Sea Fund AI, LP, 213,083 shares are held by Argand Partners Fund Sea Fund QP, LP and 105,505 shares are held directly by Argand Partners Team Co-Invest Fund LP. Such funds are managed by the Reporting Person, and as such, the Reporting Person may be deemed to beneficially own the securities held by such funds. Investment decisions made by the Reporting Person require unanimous approval of its investment committee, which is comprised of Howard Morgan, Tariq Osman and Heather Faust.
- F5The warrants become exercisable on January 5, 2019 and expire on December 6, 2023. Each warrant is exercisable for one share of the Issuer's common stock at $11.50 per share.
Remarks
See Exhibit 24.1 - Power of Attorney