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^*

Noonan Anne P

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2024

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	12/20/2024		M		36,242	A	⁽¹⁾	296,463⁽²⁾⁽³⁾	D
Class A Common Stock	12/20/2024		M		71,479	A	⁽¹⁾	367,942	D
Class A Common Stock	12/20/2024		M		16,632	A	⁽¹⁾	384,574	D
Class A Common Stock	12/20/2024		F		54,406	D	$50.5	330,168	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 (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)
Restricted Stock Units	⁽⁴⁾	12/20/2024		M			36,242⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	36,242	$0	0	D
Restricted Stock Units	⁽⁴⁾	12/20/2024		M			71,479⁽⁵⁾	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	71,479	$0	0	D
Restricted Stock Units	⁽⁸⁾	12/20/2024		M			16,632⁽⁵⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	16,632	$0	0	D

Explanation of Responses:

1. Reflects restricted stock units that upon vesting converted into shares of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis.

2. Total holdings include shares of Class A Common Stock received pursuant to a stock dividend paid on December 29, 2022.

3. Total holdings include shares of Class A Common Stock acquired through the Issuer's Employee Stock Purchase Plan on April 14, 2022, May 28, 2023 and May 31, 2024.

4. Each restricted stock unit represents a contingent right to receive one share of Class A Common Stock. The restricted stock units will be settled in either Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's Human Capital and Compensation Committee.

5. Reflects the accelerated vesting of restricted stock units for the purpose of reducing or eliminating the excise tax imposed under Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, that would be imposed on amounts payable to the Reporting Person in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the Issuer, Quikrete Holdings, Inc. (Purchaser), and Soar Subsidiary, Inc., a wholly owned subsidiary of Purchaser.

6. These restricted stock units would otherwise vest in two equal annual installments on each of February 28, 2025 and February 28, 2026.

7. These restricted stock units would otherwise vest in three equal annual installments on each of February 28, 2025, February 28, 2026 and February 28, 2027.

8. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of the Issuer ("Class A Common Stock"). The restricted stock units will be settled in either Class A Common Stock or cash (or a combination thereof) at the discretion of the Issuer's compensation committee.

9. These restricted stock units would otherwise vest on February 28, 2025.

Remarks:

	/s/ Christopher B. Gaskill, as Attorney-in-Fact	12/24/2024
	** 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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