Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Padgett Gene

(Last)

(First)

(Middle)

C/O US SILICA HOLDINGS INC.

24275 KATY FREEWAY, SUITE 600

(Street)

KATY

77494

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
U.S. SILICA HOLDINGS, INC. [ SLCA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, CAO and Controller

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/31/2024		D		20,303	D	$15.5⁽¹⁾⁽²⁾	0	D
Performance-Based Restricted Stock Units	07/31/2024		D		21,349	D	$15.5⁽³⁾⁽⁴⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. In accordance with the Agreement and Plan of Merger, dated as of April 26, 2024 (the "Merger Agreement"), by and among U.S. Silica Holdings, Inc. (the "Issuer"), Star Holding LLC and Star Merger Co., at the effective time (the "Effective Time") of the merger contemplated thereby (the "Merger"), each restricted stock unit award (excluding any PSU) issued pursuant to the U.S. Silica Holdings, Inc. 2011 Incentive Compensation Plan, as amended and restated from time to time (the "Company Equity Plan") (each an "RSU"), that was outstanding as of immediately prior to the Effective Time vested in full and was cancelled in exchange for the right to receive an amount in cash, without interest, equal to the product of (x) the number of shares of the Issuer's common stock, par value $0.01 per share (the "Shares") subject to such RSU immediately prior to the Effective Time multiplied by (y) $15.50 per share in cash (the "Merger Consideration") less (z)

2. (Continued from footnote 1) any applicable taxes required to be withheld with respect to such payment.

3. In accordance with the Merger Agreement, at the Effective Time, each performance share unit award issued pursuant to the Company Equity Plan (each, a "PSU") that was outstanding as of immediately prior to the Effective Time vested in full and was cancelled in exchange for the right to receive an amount in cash, without interest, equal to the product of (x) the number of Shares subject to such PSU multiplied by (y) the Merger Consideration, less (z) any applicable taxes required to be withheld with respect to such payment. Each PSU became fully vested with respect to a number of shares equal to: (x) for each such award granted in 2022, 133% and 134% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively, (y) for each such award granted in 2023, 138% and 101% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively and (z)

4. (Continued from footnote 3) for each such award granted in 2024, 200% and 100% of the target number of shares covered by the award in the case of Total Shareholder Return PSUs and Adjusted Cash Flow PSUs, respectively.

	/s/ Stacy Russell, as Attorney-in-Fact	08/01/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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