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).
1. Name and Address of Reporting Person*
Skolos Mark C.

(Last) (First) (Middle)
1330 POST OAK BLVD
SUITE 600

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hi-Crush Inc. [ HCR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel,CCO&Secretary
3. Date of Earliest Transaction (Month/Day/Year)
01/29/2020
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)
Code V Amount (A) or (D) Price
Common Stock 01/29/2020 M 17,429(1) A (2) 175,886 D
Common Stock 01/29/2020 F 6,501 D $0.7101 169,385 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units (2) 01/29/2020 M 17,429(1) (1)(2) (1)(2) Common Stock 17,429 $0 81,424(3) D
Explanation of Responses:
1. The reporting person is a participant in Hi-Crush Inc.'s Long Term Incentive Plan (the "Plan") and received 28,571 performance-based phantom units on December 8, 2017, under the Plan, which were subsequently converted to performance share units ("PSUs") on May 31, 2019. The PSU's vested based on the Company's performance compared to the performance of entities in a designated peer group for the three-year vesting period ending December 31, 2019. Sixty-one percent of such PSU's vested and settled on January 29, 2020 and the remaining thirty-nine percent of such PSU's expired on that date. Each PSU represents the right to receive, upon vesting, one share of common stock, along with tandem distribution equivalent rights.
2. PSUs convert into common stock on a one-for-one basis.
3. Includes all PSUs beneficially owned by the reporting person following this reported transaction, including previously reported PSUs with varying vesting terms, but excludes any restricted share units ("RSUs") beneficially owned by the reporting person.
Remarks:
On May 31, 2019, Hi-Crush Partners LP converted from a Delaware limited partnership to a Delaware corporation named Hi-Crush Inc. As a result of such conversion, each common unit of Hi-Crush Partners LP was converted into one share of common stock of Hi-Crush Inc., and each outstanding time-based phantom unit award and each performance-based phantom unit award was converted into an award of RSUs and PSUs, respectively, on a one-to-one basis.
/s/ Mark C. Skolos 02/03/2020
** 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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