Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
WHIPPOORWILL ASSOCIATES, INC.
   2. Issuer Name and Ticker or Trading Symbol
US CONCRETE INC [USCR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Sold down to below 10%
(Last)
(First)
(Middle)
11 MARTINE AVENUE		 3. Date of Earliest Transaction (Month/Day/Year)
02/25/2015
(Street)

WHITE PLAINS, NY 10606		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 02/25/2015   S   12,803 D $ 31.054 (1) 1,497,567 D (2)  
Common Stock, par value $0.001 per share 02/26/2015   S   87,714 D $ 31.2371 (3) 1,409,853 D (2)  
Common Stock, par value $0.001 per share 02/27/2015   S   19,408 D $ 31.1214 (4) 1,390,445 D (2)  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
WHIPPOORWILL ASSOCIATES, INC.
11 MARTINE AVENUE
WHITE PLAINS, NY 10606		       Sold down to below 10%
GREENHAUS SHELLEY F
11 MARTINE AVENUE
NEW YORK, NY 10606		       Sold down to below 10%
Gendal Steven K.
11 MARTINE AVENUE
WHITE PLAINS, NY 10606		       Sold down to below 10%

Signatures

 /s/ Shelley F. Greenhaus, President, on behalf of Whippoorwill Associates, Inc.   02/27/2015
**Signature of Reporting Person Date
 /s/ Shelley F. Greenhaus   02/27/2015
**Signature of Reporting Person Date
 /s/ Steven K. Gendal   02/27/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.04 to $31.11, inclusive. The Reporting Persons (as defined below) undertake to provide U.S. Concrete, Inc., any security holder of U.S. Concrete, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(2) This is a joint filing by Whippoorwill Associates, Inc. ("Whippoorwill"), Shelley F. Greenhaus, and Steven K. Gendal (collectively, the "Reporting Persons"). Whippoorwill is the designated filer. The Reporting Persons are filing this joint Form 4 because each of them may be deemed to be a beneficial owner of the shares covered by this Form 4. The Reporting Persons disclaim membership in a group with respect to the securities reported herein.
(3) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $30.95 to $31.36, inclusive. The Reporting Persons (as defined below) undertake to provide U.S. Concrete, Inc., any security holder of U.S. Concrete, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.05 to $31.28, inclusive. The Reporting Persons (as defined below) undertake to provide U.S. Concrete, Inc., any security holder of U.S. Concrete, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

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