Sec Form 4 Filing - Browne Lori M @ Forterra, Inc. - 2022-03-18

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Browne Lori M
2. Issuer Name and Ticker or Trading Symbol
Forterra, Inc. [ FRTA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP and General Counsel
(Last) (First) (Middle)
511 E. JOHN CARPENTER FREEWAY, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
03/18/2022
(Street)
IRVING, TX75062
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock 03/18/2022 D( 1 ) 109,618 D $ 24 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 18 03/18/2022 D( 2 ) 21,880 ( 3 ) 10/19/2026 Common Stock 21,880 $ 0( 4 ) 0 D
Stock Option (Right to Buy) $ 18.96 03/18/2022 D( 2 ) 14,483 ( 5 ) 03/20/2027 Common Stock 14,483 $ 0( 4 ) 0 D
Stock Option (Right to Buy) $ 7.29 03/18/2022 D( 2 ) 107,787 ( 6 ) 03/01/2028 Common Stock 107,787 $ 0( 4 ) 0 D
Stock Option (Right to Buy) $ 4.24 03/18/2022 D( 2 ) 133,775 ( 7 ) 03/14/2029 Common Stock 133,775 $ 0( 4 ) 0 D
Restricted Stock Unit ( 8 ) 03/18/2022 D( 9 ) 60,916 ( 9 ) ( 9 ) Common Stock 60,916 $ 0( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Browne Lori M
511 E. JOHN CARPENTER FREEWAY
SUITE 600
IRVING, TX75062
EVP and General Counsel
Signatures
/s/ Lori M. Browne 03/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger, dated as of February 19, 2021 (the "Merger Agreement"), by and among Forterra, Inc., a Delaware corporation, (the "Company", Quikrete Holdings, Inc., a Delaware corporation ("Parent"), and Jordan Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Company ("Common Stock") was canceled and converted automatically into the right to receive $24.00 per share in cash, without interest and less any applicable tax withholdings.
( 2 )Pursuant to the Merger Agreement, each option to purchase shares of Common Stock immediately prior to the effective time of the Merger fully vested and converted into the right to receive, without interest and less any applicable tax withholdings, $24.00 in cash.
( 3 )Vested in equal installments on 10/19/2017, 10/19/2018, 10/19/2019, and 10/19/2020.
( 4 )Granted as compensation for services.
( 5 )Vested in equal installments on 3/20/2018, 3/20/2019, and 3/20/2020.
( 6 )Vested in equal installments on 3/1/2019, 3/1/2020, and 3/1/2021.
( 7 )Vested in equal installments on 3/14/2020, 3/14/2021, and 3/20/2022.
( 8 )Each restricted stock unit represents the right to receive, at settlement, one share of common stock.
( 9 )Pursuant to the Merger Agreement, each restricted stock unit immediately prior to the effective time of the Merger fully vested and converted into the right to receive, without interest and less any applicable tax withholdings, $24.00 in cash.

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