Sec Form 4 Filing - Humphries Iain @ Concrete Pumping Holdings, Inc. - 2019-04-10

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)
04/10/2019
(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
Common Stock 04/10/2019 A 884,111 ( 1 ) A $ 0 884,111 D
Common Stock 04/10/2019 A 25,624 ( 2 ) A $ 0 909,735 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
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 04/12/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents restricted shares of common stock. 25% of such shares will vest in five substantially equal installments on each of December 6, 2019, December 6, 2020, December 6, 2021, December 6, 2022 and December 6, 2023, provided that the Reporting Person is in the employ of the Issuer or a subsidiary of the Issuer on the vesting dates. The remaining 75% will become available for vesting in three equal installments if the common stock closes at or above $13.00, $16.00 and $19.00 per share, respectively (each, a "stock price target"), for 30 consecutive business days. Upon the achievement of a stock price target, the related tranche of restricted common stock will vest in equal increments over the first, second and third anniversaries of the date on which such stock price target was achieved. If a stock price target is not achieved on or before December 6, 2023, then the related tranche of restricted shares will be forfeited. If a stock price target is achieved but the related tranche
( 2 )Represents restricted shares of common stock. Such shares will become available for vesting in three equal installments if the common stock closes at or above $13.00, $16.00 and $19.00 per share, respectively (each, a "stock price target"), for 30 consecutive business days. Upon the achievement of a stock price target, the related tranche of restricted common stock will vest in equal increments over the first, second and third anniversaries of the date on which such stock price target was achieved. If a stock price target is not achieved on or before December 6, 2023, then the related tranche of restricted shares will be forfeited. If a stock price target is achieved but the related tranche of restricted shares is not fully vested by December 6, 2023, such shares may, under certain circumstances, continue to vest after that 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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