Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
SUMMIT MATERIALS, INC. (Name of Issuer) |
Class A Common Stock (par value $0.01 per share) (Title of Class of Securities) |
86614U100 (CUSIP Number) |
GRUPO ARGOS S.A. Carrera 43A # 1A Sur - 143, Edificio Santillana, Torre Sur Medellin, F8, 050021 5760 (4) 3158400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 86614U100 |
| 1 |
Name of reporting person
GRUPO ARGOS S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
COLOMBIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
Comment for Type of Reporting Person:
Row 14. Grupo Argos is the controlling shareholder of Cementos Argos and has the power to control and direct Cementos Argos. Cementos Argos is the sole shareholder of Argos SEM and sole shareholder of Valle Cement. By reason of these relationships and the provisions of Rule 13d-3 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons may be deemed to beneficially own any shares of Common Stock of the Issuer directly owned by Valle Cement and Argos SEM.
SCHEDULE 13D
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| CUSIP No. | 86614U100 |
| 1 |
Name of reporting person
CEMENTOS ARGOS S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
COLOMBIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, CO |
SCHEDULE 13D
|
| CUSIP No. | 86614U100 |
| 1 |
Name of reporting person
ARGOS SEM, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 86614U100 |
| 1 |
Name of reporting person
VALLE CEMENT INVESTMENTS, INC. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PANAMA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Amendment No. 2 to Schedule 13DThis Amendment No. 2 to Schedule 13D ("Amendment No. 2) is being jointly filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), by (i) Grupo Argos S.A., a sociedad anonima incorporated in the Republic of Colombia ("Grupo Argos"), (ii) Cementos Argos S.A., a sociedad anonima incorporated in the Republic of Colombia ("Cementos Argos"), (iii) Argos SEM, LLC, a Delaware limited liability company ("Argos SEM") and (iv) Valle Cement Investments, Inc., a sociedad anonima incorporated in the Republic of Panama ("Valle Cement" and, together with Argos SEM, the "Argos Parties") and amends and supplements the statement on Schedule 13D filed by the Argos Parties on January 22, 2024 (the "Schedule 13D"), related to the shares of Class A common stock, par value $0.01 per share (the "Class A Common Stock") and issued and outstanding share of preferred stock, par value $0.01 per share, of Summit Materials, Inc., a Delaware corporation (the "Issuer"). The Items below amend the information disclosed under the corresponding Items of the Schedule 13D as described below. Except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock (par value $0.01 per share) |
| (b) | Name of Issuer:
SUMMIT MATERIALS, INC. |
| (c) | Address of Issuer's Principal Executive Offices:
1801 CALIFORNIA STREET, SUITE 3500, DENVER,
COLORADO
, 80202. |
| Item 4. | Purpose of Transaction |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:On February 10, 2025, pursuant to the Agreement and Plan of Merger, dated as of November 24, 2024, by and among the Issuer, Quikrete Holdings, Inc., a Delaware corporation ("Purchaser"), and Soar Subsidiary, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Purchaser.As a result of the Merger, (i) each issued and outstanding share of Class A Common Stock held by the Reporting Persons was automatically canceled and retired and converted into the right to receive $52.50 per share in cash, without interest and subject to deduction for any required withholding and (ii) the share of preferred stock of the Issuer, par value $0.01 per share, held by Cementos Argos was automatically canceled and retired for no consideration. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As a result of the Merger, none of the Reporting Persons beneficially owns any shares of Class A Common Stock. |
| (b) | As a result of the Merger, none of the Reporting Persons beneficially owns any shares of Class A Common Stock. |
| (c) | Except as set forth in this Amendment No. 2, none of the Reporting Persons has effected any transaction in Class A Common Stock during the past 60 days. |
| (d) | No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Class A Common Stock reported on this Schedule 13D. |
| (e) | On February 10, 2025, each Reporting Person ceased to be the beneficial owners of more than five percent of the Class A Common Stock. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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