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CUSIP No. 90333L102
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13G
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Page 2 of 9 Pages
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1
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NAME OF REPORTING PERSON:
Whippoorwill Associates, Inc.
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
2,155,508 (see Item 4(c))
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
2,155,508 (see Item 4(c))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,508 (see Item 4(a))
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o (See Instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.8% (see Item 4(b))
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12
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TYPE OF REPORTING PERSON (See Instructions)
CO; IA
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CUSIP No. 90333L102
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13G
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Page 3 of 9 Pages
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1
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NAME OF REPORTING PERSON
Shelley F. Greenhaus
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
0
|
|
|
6
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SHARED VOTING POWER
2,155,508 (see Item 4(c))
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7
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SOLE DISPOSITIVE POWER
0
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||
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8
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SHARED DISPOSITIVE POWER
2,155,508 (see Item 4(c))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,508 (see Item 4(a))
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||
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o (See Instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.8% (see Item 4(b))
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN; HC
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CUSIP No. 90333L102
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13G
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Page 4 of 9 Pages
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1
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NAME OF REPORTING PERSON
Steven K. Gendal
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)*
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
|
SOLE VOTING POWER
0
|
|
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6
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SHARED VOTING POWER
2,155,508 (see Item 4(c))
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7
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SOLE DISPOSITIVE POWER
0
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||
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8
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SHARED DISPOSITIVE POWER
2,155,508 (see Item 4(c))
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,155,508 (see Item 4(a))
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
o (See Instructions)
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.8% (see Item 4(b))
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12
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TYPE OF REPORTING PERSON (See Instructions)
IN; HC
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CUSIP No. 90333L102
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13G
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Page 5 of 9 Pages
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Item 1
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(a)
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Name of Issuer:
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U.S. Concrete, Inc.
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(b)
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Address Of Issuer's Principal Executive Offices:
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7140 Office Circle
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Evansville, IN 47715
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Item 2
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(a)
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Name of Person Filing:
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Whippoorwill Associates, Inc.
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Shelley F. Greenhaus, as President and Principal of Whippoorwill
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Steve K. Gendal, as Principal of Whippoorwill
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(b)
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Address of Principal Business Office, or, if none, Residence:
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The principal business address of Whippoorwill is 11 Martine Avenue, White Plains, New York 10606.
The principal business address of Messrs. Greenhaus and Gendal is c/o Whippoorwill Associates, Inc., 11 Martine Avenue, White Plains, New York 10606
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(c)
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Citizenship:
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Whippoorwill – Delaware
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Mr. Greenhaus – United States
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Mr. Gendal – United States
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(d)
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Title of Class of Securities:
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Common Stock, par value $0.001 per share
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(e)
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Cusip Number:
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90333L102
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CUSIP No. 90333L102
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13G
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Page 6 of 9 Pages
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Item 3
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If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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o
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
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(b)
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o
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
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(c)
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o
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
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(d)
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o
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Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).
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(e)
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x
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(with respect to Whippoorwill)
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(f)
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o
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(ii)(F).
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(g)
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x
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(with respect to Messrs. Greenhaus and Gendal)
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(h)
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o
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
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(i)
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o
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
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(j)
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o
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A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J).
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(k)
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o
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Group in accordance with §240.13d-1(b)(ii)(K).
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CUSIP No. 90333L102
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13G
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Page 7 of 9 Pages
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Item 4
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Ownership
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(a) Amount beneficially owned:
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As of August 31, 2011, Whippoorwill may be deemed to be the beneficial owner of an aggregate of 2,155,508 Common Shares, representing 16.8% of the Common Shares. Of such beneficially owned Common Shares, 1,350,460 were held as Common Shares and 805,048 are issuable upon conversion of U.S. Concrete's 9.5% Convertible Secured Notes ("Convertible Notes"). The calculation of the number of Common Shares issuable upon conversion of the Convertible Notes is based on the conversion price on August 31, 2011 of $10.50 per share and $8,453,000 aggregate principal amount of Convertible Notes that may be deemed beneficially owned by Whippoorwill on such date.
The Common Shares and Convertible Notes disclosed herein as beneficially owned by Whippoorwill are held for the account of various funds and third party accounts for which Whippoorwill has discretionary authority and acts as general partner or investment manager.
Each of Mr. Greenhaus, as President and Principal of Whippoorwill, and Mr. Gendal, as Principal of Whippoorwill, may be deemed to beneficially own the Common Shares beneficially owned by Whippoorwill.
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(b) Percent of class:
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16.8% (based on 12,020,301 Common Shares outstanding as of August 4, 2011, as reported in U.S. Concrete's Quarterly Report on Form 10-Q filed August 5, 2011).
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(c) Number of shares as to which the person has:
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(i) Sole power to vote or to direct the vote
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0
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(ii) Shared power to vote or to direct the vote
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2,155,508 (see Item 4(a))
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(iii) Sole power to dispose or to direct the disposition of
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0
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(iv) Shared power to dispose or to direct the disposition of
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2,155,508 (see Item 4(a))
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CUSIP No. 90333L102
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13G
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Page 8 of 9 Pages
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Item 5
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Ownership of Five Percent or Less of a Class
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Item 6
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Ownership of More Than Five Percent on Behalf Of Another Person
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
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Item 8
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Identification and Classification of Members of the Group
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Item 9
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Notice of Dissolution of Group
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Item 10
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Certifications
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CUSIP No. 90333L102
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13G
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Page 9 of 9 Pages
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WHIPPOORWILL ASSOCIATES, INC.
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By:
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/s/ Shelley F. Greenhaus
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Name:
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Shelley F. Greenhaus
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Title:
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President
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Shelley F. Greenhaus
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By:
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/s/ Shelley F. Greenhaus
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Steven K. Gendal
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By:
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/s/ Steven K. Gendal
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