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 __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
11 MARTINE AVENUE, 		 3. Date of Earliest Transaction (Month/Day/Year)
02/27/2012
(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               2,486,762 D (1)  

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
9.5% Convertible Secured Notes $ 10.5 02/27/2012   P   9,141,000     (2) 08/31/2015 Com-mon Stock, par value $0.001 per share 870,571 $ 9,163,853 22,116,000 D (1)  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WHIPPOORWILL ASSOCIATES, INC.
11 MARTINE AVENUE
WHITE PLAINS, NY 10606		     X    
GREENHAUS SHELLEY F
C/O WHIPPOORWILL ASSOCIATES, INC.
11 MARTINE AVENUE
WHITE PLAINS, NY 10606		     X    
Gendal Steven K.
C/O WHIPPOORWILL ASSOCIATES, INC.
11 MARTINE AVENUE
WHITE PLAINS, NY 10606		     X    

Signatures

 /s/ Shelley F. Greenhaus, President, on behalf of Whippoorwill Associates, Inc.   02/28/2012
**Signature of Reporting Person Date
 /s/ Shelley F. Greenhaus   02/28/2012
**Signature of Reporting Person Date
 /s/ Steven K. Gendal   02/28/2012
**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) 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.
(2) The 9.5% Convertible Secured Notes ("Convertible Notes") reported as beneficially owned herein are not currently convertible by Whippoorwill because, pursuant to the terms of such Convertible Notes as set forth in the indenture, dated as of August 31, 2010, by and among the Issuer, the guarantors named therein and U.S. Bank National Association, as trustee (the "Indenture"), no person may convert the notes to the extent that upon conversion such person would beneficially own more than 9.9% of all outstanding shares of Common Stock, although, under certain circumstances as described in the Indenture, such person may be entitled to receive shares of Common Stock upon conversion of the notes notwithstanding that such person would beneficially own more than 9.9% of all outstanding shares of Common Stock.

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