SEC FORM 4

SEC FORM 4 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^*

Kilgore Jason

(Last)

(First)

(Middle)

C/O SUMMIT MATERIALS, INC.

1801 CALIFORNIA STREET, SUITE 3500

(Street)

DENVER

80202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Summit Materials, Inc. [ SUM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2025

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)
Class A Common Stock	02/10/2025		D		7,726⁽¹⁾	D	$52.5⁽¹⁾	0	D
Class A Common Stock	02/10/2025		D		108,642	D	$52.5⁽¹⁾	0	I	See Footnote⁽²⁾

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)
Option (right to buy)	$17.07	02/10/2025		D			8,743	⁽¹⁾	⁽¹⁾	Class A Common Stock	8,743	⁽¹⁾	0	D
Option (right to buy)	$23.89	02/10/2025		D			6,282	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,282	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	02/10/2025		D			2,795	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,795	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	02/10/2025		D			6,432	⁽¹⁾	⁽¹⁾	Class A Common Stock	6,432	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	02/10/2025		D			13,203	⁽¹⁾	⁽¹⁾	Class A Common Stock	13,203	⁽¹⁾	0	D
Restricted Stock Units	⁽¹⁾	02/10/2025		D			17,711	⁽¹⁾	⁽¹⁾	Class A Common Stock	17,711	⁽¹⁾	0	D
Performance Stock Units	⁽¹⁾	02/10/2025		D			9,649	⁽¹⁾	⁽¹⁾	Class A Common Stock	9,649	⁽¹⁾	0	D
Performance Stock Units	⁽¹⁾	02/10/2025		D			13,203	⁽¹⁾	⁽¹⁾	Class A Common Stock	13,203	⁽¹⁾	0	D

Explanation of Responses:

1. At or immediately prior to the effective time of the transactions contemplated by the Agreement and Plan of Merger, dated November 24, 2024, by and among Summit Materials, Inc., Quikrete Holdings, Inc., and Soar Subsidiary, Inc., (i) each share of Class A common stock of the issuer held by the reporting person was canceled, retired and converted into the right to receive $52.50 in cash (the "Merger Consideration"), (ii) each restricted stock unit held by the reporting person was fully vested, canceled and converted into the right to receive the Merger Consideration, (iii) each performance stock unit award held by the reporting person was vested based on target performance, canceled and converted into the right to receive the Merger Consideration and (iv) each stock option was fully vested, canceled and converted into the right to receive an amount equal to the excess of the Merger Consideration over the applicable exercise price.

2. Reflects the securities held by a limited liability company for the benefit of Mr. Kilgore's family, for which Mr. Kilgore's spouse serves as manager.

Remarks:

EVP, West Segment Construction Materials

	/s/ Christopher B. Gaskill, as Attorney-in-Fact	02/10/2025
	** 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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Officer Kilgore Jason returned $6,109,320 worth of shares to the company (116,368 units at $52.50), closing all direct ownership in the company (SEC Form 4)