Sec Form 4 Filing - Humphries Iain @ Concrete Pumping Holdings, Inc. - 2018-12-06

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
Humphries Iain
2. Issuer Name and Ticker or Trading Symbol
Concrete Pumping Holdings, Inc. [ BBCP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO and Secretary
(Last) (First) (Middle)
C/O CONCRETE PUMPING HOLDINGS, INC., 6461 DOWNING STREET
3. Date of Earliest Transaction (MM/DD/YY)
12/06/2018
(Street)
DENVER, CO80229
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
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
Options $ 6.09 ( 2 ) 12/06/2018 A 249,287 ( 1 ) ( 1 )( 2 ) ( 1 )( 2 ) Common Stock 249,287 $ 0 249,287 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Humphries Iain
C/O CONCRETE PUMPING HOLDINGS, INC.
6461 DOWNING STREET
DENVER, CO80229
X CFO and Secretary
Signatures
/s/ Joel Rubinstein, Attorney-in-Fact 12/10/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Agreement and Plan of Merger, dated September 7, 2018, by and among the Issuer, Industrea Acquisition Corp. ("Industrea"), Concrete Pumping Holdings, Inc., a Delaware corporation ("CPH"), certain subsidiaries of the Issuer, and PGP Investors, LLC, solely in its capacity as the initial Holder Representative (the "Merger Agreement"), as well as that related Management Rollover Agreement, dated as of September 7, 2018, by and among the Issuer, Industrea, and the rollover holders party thereto (the "Rollover Agreement"), each incentive stock option to purchase a common share of CPH granted to the Reporting Person by CPH under its 2015 Equity Incentive Plan were converted into an incentive stock option to purchase approximately 2.877 common shares of the Issuer, rounded down to the nearest whole share.
( 2 )The exercise price per share for each converted incentive stock option is determined by dividing the exercise price of the original CPH stock option by the 2.877 exchange ratio, with such quotient rounded up to the nearest whole cent. Such converted incentive stock options to purchase Issuer common shares are fully vested in accordance with the Merger Agreement and the Rollover Agreement and will expire on March 7, 2026.

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