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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 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 | $ 0.87 | 04/22/2019 | M | 459,770 | (1)(2) | (1)(2) | Common Stock | 459,770 | $ 0 | 736,810 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Young Bruce F. C/O CONCRETE PUMPING HOLDINGS, INC. 6461 DOWNING STREET DENVER, CO 80229 |
X | Chief Executive Officer |
/s/ Joel Rubinstein, Attorney-in-Fact | 04/23/2019 | |
**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) | Pursuant to that certain Agreement and Plan of Merger, dated September 7, 2018, by and among the Issuer, Industrea Acquisition Corp. ("Industrea"), Concrete Pumping Holdings, Inc., a Delaware corporation ("CPH"), certain subsidiaries of the Issuer, and PGP Investors, LLC, solely in its capacity as the initial Holder Representative (the "Merger Agreement"), as well as that related Management Rollover Agreement, dated as of September 7, 2018, by and among the Issuer, Industrea, and the rollover holders party thereto (the "Rollover Agreement"), each incentive stock option to purchase a common share of CPH granted to the Reporting Person by CPH under its 2015 Equity Incentive Plan were converted into an incentive stock option to purchase approximately 2.877 common shares of the Issuer, rounded down to the nearest whole share. |
(2) | The exercise price per share for each converted incentive stock option is determined by dividing the exercise price of the original CPH stock option by the 2.877 exchange ratio, with such quotient rounded up to the nearest whole cent. Such converted incentive stock options to purchase Issuer common shares are fully vested in accordance with the Merger Agreement and the Rollover Agreement and will expire on March 7, 2026. |