Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 8, 2012, the Board of Directors of U.S. Concrete, Inc. (the "Company") approved an amendment to the equity grant previously awarded to William J. Sandbrook, the Company's President and Chief Executive Officer on August 22, 2011 ("CEO Grant"). The CEO Grant included an award of 750,000 shares of the Company's restricted stock that were originally scheduled to vest as described below. Sixty percent (60%) of such shares will vest over four (4) years in equal annual installments from the date of grant and forty percent (40%) of the number of shares granted will time-and-performance-vest in equal portions. Fifty percent (50%), or half, of the time-and-performance-vested shares will be vested should the share price attain a market-closing share price of $16.00 per share for ten (10) consecutive business days within three (3) years from the date of grant. The other half of the time-and-performance-vested shares will vest should the share price attain a market-closing share price of $20.00 within four (4) years from the date of the grant. Any of the shares with a performance-vesting hurdle of $16.00 per share that do not vest within three (3) years from the date of the grant will still vest should the share price attain a closing price of $20.00 per share within four (4) years from the date of grant. The award of 750,000 shares is intended to cover the first three years of Mr. Sandbrook's employment, and thus he will not be eligible for a further award until the fourth year of his employment.

On June 8, 2012, the Board approved an amendment to such grant of restricted stock to change the $16.00 hurdle to a $12.00 hurdle.

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