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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Options (right to buy) | $ 18 | 03/14/2018 | M | 4,343 | (10) | 03/11/2025 | Class A Common Stock | 4,343 | $ 0 | 275,248 | D | ||||
Options (right to buy) | $ 18 | 03/14/2018 | M | 89,850 | (11) | 03/11/2025 | Class A Common Stock | 89,850 | $ 0 | 566,673 | D | ||||
Options (right to buy) | $ 17.07 | 03/14/2018 | M | 47,959 | (12) | 02/24/2026 | Class A Common Stock | 47,959 | $ 0 | 23,979 | D | ||||
Options (right to buy) | $ 18 | 03/15/2018 | M | 61,375 | (11) | 03/11/2025 | Class A Common Stock | 61,375 | $ 0 | 505,298 | D | ||||
Options (right to buy) | $ 18 | 03/16/2018 | M | 244,432 | (11) | 03/11/2015 | Class A Common Stock | 244,432 | $ 0 | 260,866 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Hill Thomas W. C/O SUMMIT MATERIALS, INC. 1550 WYNKOOP STREET, 3RD FLOOR DENVER, CO 80202 |
X | President & CEO |
/s/Anne Lee Benedict, as Attorney-in-Fact | 03/16/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | The 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. |
(2) | The 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. |
(3) | The 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. |
(4) | The 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. |
(5) | The 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. |
(6) | The 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. |
(7) | The 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. |
(8) | The 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. |
(9) | Reflects securities held by a trust for the benefit of Mr. Hill's family, for which Mr. Hill's spouse serves as trustee. |
(10) | Reflects the grant of 559,181 options that vest in four equal annual installments beginning on March 11, 2016. |
(11) | Reflects the grant of 726,933 options that vest in four equal annual installments beginning on March 11, 2016. |
(12) | Reflects the grant of 71,938 options that vest in three equal annual installments beginning on February 24, 2017. |
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. |