(Violations of Section 20(a) of the Exchange Act Against The Individual Defendants)   (Violations of Section 10(b) of the Exchange Act and Rule 10b-5 Promulgated Thereunder  Against All Defendants)   18.  U.S. Concrete, Inc. produces and sells ready-mixed concrete, aggregates, and  concrete-related products and services for the construction industry in the United States. It  operates through two segments, Ready-Mixed Concrete and Aggregate Products.   Materially False and Misleading Statements Issued During the Class Period   21.  The 2014 10-K contained signed certifications pursuant to the Sarbanes-Oxley  Act of 2002 (“SOX”) by Defendants Sandbrook and Brown, stating that the financial information  contained in the 2014 10-K was accurate and disclosed any material changes to the Company’s  internal control over financial reporting.   23.  The Q1 2015 10-Q contained signed certifications pursuant to SOX by  Defendants Sandbrook and Brown, stating that the financial information contained in the Q1  2015 10-Q was accurate and disclosed any material changes to the Company’s internal control  over financial reporting.   24.  On August 6, 2015, U.S. Concrete filed a quarterly report on Form 10-Q with the  SEC, announcing the Company’s financial and operating results for the quarter ended June 30,  2015 (the “Q2 2015 10-Q”). For the quarter, U.S. Concrete reported net income of $9.70 million,  or $0.64 per diluted share, on revenue of $244.70 million, compared to net income of $7.86  million, or $0.57 per diluted share, on revenue of $180.36 million for the same period in the prior  year.    25.  The Q2 2015 10-Q contained signed certifications pursuant to SOX by  Defendants Sandbrook and Brown, stating that the financial information contained in the Q2  2015 10-Q was accurate and disclosed any material changes to the Company’s internal control  over financial reporting.   26.  On November 6, 2015, U.S. Concrete filed a quarterly report on Form 10-Q with  the SEC, announcing the Company’s financial and operating results for the quarter ended  September 30, 2015 (the “Q3 2015 10-Q”). For the quarter, U.S. Concrete reported net income of  $1.62 million, or $0.10 per diluted share, on revenue of $295.11 million, compared to net income  of $13.01 million, or $0.94 per diluted share, on revenue of $197.59 million for the same period  in the prior year.    28.  On March 4, 2016, U.S. Concrete filed an annual report on Form 10-K with the  SEC, announcing the Company’s financial and operating results for the quarter and fiscal year  ended December 31, 2015 (the “2015 10-K”).  For the quarter, U.S. Concrete reported a net loss  of $6.25 million, or $0.43 per diluted share, on revenue of $263.57 million, compared to net  income of $870,000, or $0.06 per diluted share, on revenue of $179.51 million for the same  period in the prior year. For fiscal year 2015, U.S. Concrete reported a net loss of $5.41 million,  or $0.38 per diluted share, on revenue of $974.72 million, compared to net income of $20.58  million, or $1.48 per diluted share, on revenue of $703.71 million for fiscal year 2014.   31.  On May 6, 2016, U.S. Concrete filed a quarterly report on Form 10-Q with the  SEC, announcing the Company’s financial and operating results for the quarter ended March 31,  2016 (the “Q1 2016 10-Q”). For the quarter, U.S. Concrete reported a net loss of $10.03 million,  or $0.68 per diluted share, on revenue of $245.05 million, compared to a net loss of $10.48  million, or $0.77 per diluted share, on revenue of $171.34 million for the same period in the prior  year.    32.  The Q1 2016 10-Q contained signed certifications pursuant to SOX by  Defendants Sandbrook and Tusa, stating that the financial information contained in the Q1 2016  10-Q was accurate and disclosed any material changes to the Company’s internal control over  financial reporting.   33.  On August 5, 2016, U.S. Concrete filed a quarterly report on Form 10-Q with the  SEC, announcing the Company’s financial and operating results for the quarter ended June 30,  2016 (the “Q2 2016 10-Q”). For the quarter, U.S. Concrete reported a net loss of $3.48 million,  or $0.23 per diluted share, on revenue of $275.75 million, compared to net income of $9.70  million, or $0.64 per diluted share, on revenue of $244.70 million for the same period in the prior  year.    34.  The Q2 2016 10-Q contained signed certifications pursuant to SOX by  Defendants Sandbrook and Tusa, stating that the financial information contained in the Q2 2016  10-Q was accurate and disclosed any material changes to the Company’s internal control over  financial reporting.   36.  The Q3 2016 10-Q contained signed certifications pursuant to SOX by  Defendants Sandbrook and Tusa, stating that the financial information contained in the Q3 2016  10-Q was accurate and disclosed any material changes to the Company’s internal control over  financial reporting.   37.  On February 28, 2017, U.S. Concrete filed an annual report on Form 10-K with  the SEC, announcing the Company’s financial and operating results for the quarter and fiscal  year ended December 31, 2016 (the “2016 10-K”).  For the quarter, U.S. Concrete reported a net  loss of $15.59 million, or $1.01 per diluted share, on revenue of $318.78 million, compared to a  net loss of $6.25 million, or $0.43 per diluted share, on revenue of $263.57 million for the same  period in the prior year. For fiscal year 2016, U.S. Concrete reported net income of $8.86  million, or $0.55 per diluted share, on revenue of $1.16 billion, compared to a net loss of $5.41  million, or $0.38 per diluted share, on revenue of $974.72 million for fiscal year 2015.   39.  The 2016 10-K contained signed certifications pursuant to SOX by Defendants  Sandbrook and Tusa, stating that the financial information contained in the 2016 10-K was  accurate and disclosed any material changes to the Company’s internal control over financial  reporting.   40.  The statements referenced in ¶¶ 19-39 were materially false and misleading  because Defendants made false and/or misleading statements, as well as failed to disclose  material adverse facts about the Company’s business, operational and compliance policies.  Specifically, Defendants made false and/or misleading statements and/or failed to disclose that:  (i) the Company lacked effective internal controls over financial reporting; and (ii) as a result of  the foregoing, U.S. Concrete’s public statements were materially false and misleading at all  relevant times.      The Truth Emerges   43.  As a result of Defendants' wrongful acts and omissions, and the precipitous  decline in the market value of the Company's securities, Plaintiff and other Class members have  suffered significant losses and damages.  44.  Plaintiff brings this action as a class action pursuant to Federal Rule of Civil  Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased or  otherwise acquired U.S. Concrete securities during the Class Period (the “Class”); and were  damaged upon the revelation of the alleged corrective disclosures. Excluded from the Class are  Defendants herein, the officers and directors of the Company, at all relevant times, members of  their immediate families and their legal representatives, heirs, successors or assigns and any  entity in which Defendants have or had a controlling interest.   45.  The members of the Class are so numerous that joinder of all members is  impracticable.  Throughout the Class Period, U.S. Concrete securities were actively traded on the  NASDAQ.  While the exact number of Class members is unknown to Plaintiff at this time and  can be ascertained only through appropriate discovery, Plaintiff believes that there are hundreds  or thousands of members in the proposed Class.  Record owners and other members of the Class  may be identified from records maintained by U.S. Concrete or its transfer agent and may be  notified of the pendency of this action by mail, using the form of notice similar to that  customarily used in securities class actions.   47.  Plaintiff will fairly and adequately protect the interests of the members of the  Class and has retained counsel competent and experienced in class and securities litigation.   Plaintiff has no interests antagonistic to or in conflict with those of the Class.   48.  Common questions of law and fact exist as to all members of the Class and  predominate over any questions solely affecting individual members of the Class.  Among the  questions of law and fact common to the Class are:    •  whether the federal securities laws were violated by Defendants’ acts as alleged  herein;  •  whether statements made by Defendants to the investing public during the Class  Period misrepresented material facts about the business, operations and  management of U.S. Concrete;  •  whether the Individual Defendants caused U.S. Concrete to issue false and  misleading financial statements during the Class Period;  •  whether Defendants acted knowingly or recklessly in issuing false and  misleading financial statements;  •  whether the prices of U.S. Concrete securities during the Class Period were  artificially inflated because of the Defendants’ conduct complained of herein;  and  •  whether the members of the Class have sustained damages and, if so, what is the  proper measure of damages.   50.  Plaintiff will rely, in part, upon the presumption of reliance established by the  fraud-on-the-market doctrine in that:  •  Defendants made public misrepresentations or failed to disclose material facts  during the Class Period;  •  the omissions and misrepresentations were material;  •  U.S. Concrete securities are traded in an efficient market;  •  the Company’s shares were liquid and traded with moderate to heavy volume  during the Class Period;  •  the Company traded on the NASDAQ and was covered by multiple analysts;  •  the misrepresentations and omissions alleged would tend to induce a reasonable  investor to misjudge the value of the Company’s securities; and  •  Plaintiff and members of the Class purchased, acquired and/or sold U.S.  Concrete securities between the time the Defendants failed to disclose or  misrepresented material facts and the time the true facts were disclosed, without  knowledge of the omitted or misrepresented facts.   51.  Based upon the foregoing, Plaintiff and the members of the Class are entitled to a  presumption of reliance upon the integrity of the market.    52.  Alternatively, Plaintiff and the members of the Class are entitled to the  presumption of reliance established by the Supreme Court in Affiliated Ute Citizens of the State  of Utah v. United States, 406 U.S. 128, 92 S. Ct. 2430 (1972), as Defendants omitted material  information in their Class Period statements in violation of a duty to disclose such information,  as detailed above.  54.  This Count is asserted against Defendants and is based upon Section 10(b) of the  Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5 promulgated thereunder by the SEC.   55.  During the Class Period, Defendants engaged in a plan, scheme, conspiracy and  course of conduct, pursuant to which they knowingly or recklessly engaged in acts, transactions,  practices and courses of business which operated as a fraud and deceit upon Plaintiff and the  other members of the Class; made various untrue statements of material facts and omitted to state  material facts necessary in order to make the statements made, in light of the circumstances  under which they were made, not misleading; and employed devices, schemes and artifices to  defraud in connection with the purchase and sale of securities.  Such scheme was intended to,  and, throughout the Class Period, did:  (i) deceive the investing public, including Plaintiff and  other Class members, as alleged herein; (ii) artificially inflate and maintain the market price of  U.S. Concrete securities; and (iii) cause Plaintiff and other members of the Class to purchase or  otherwise acquire U.S. Concrete securities and options at artificially inflated prices.  In  furtherance of this unlawful scheme, plan and course of conduct, Defendants, and each of them,  took the actions set forth herein.   57.    By virtue of their positions at U.S. Concrete, Defendants had actual knowledge  of the materially false and misleading statements and material omissions alleged herein and  intended thereby to deceive Plaintiff and the other members of the Class, or, in the alternative,  Defendants acted with reckless disregard for the truth in that they failed or refused to ascertain  and disclose such facts as would reveal the materially false and misleading nature of the  statements made, although such facts were readily available to Defendants.  Said acts and  omissions of Defendants were committed willfully or with reckless disregard for the truth.  In  addition, each Defendant knew or recklessly disregarded that material facts were being  misrepresented or omitted as described above.   58.  Information showing that Defendants acted knowingly or with reckless disregard  for the truth is peculiarly within Defendants’ knowledge and control.  As the senior managers  and/or directors of U.S. Concrete, the Individual Defendants had knowledge of the details of  U.S. Concrete’s internal affairs.   60.  During the Class Period, U.S. Concrete securities were traded on an active and  efficient market.  Plaintiff and the other members of the Class, relying on the materially false and  misleading statements described herein, which the Defendants made, issued or caused to be  disseminated, or relying upon the integrity of the market, purchased or otherwise acquired shares  of U.S. Concrete securities at prices artificially inflated by Defendants’ wrongful conduct.  Had  Plaintiff and the other members of the Class known the truth, they would not have purchased or  otherwise acquired said securities, or would not have purchased or otherwise acquired them at  the inflated prices that were paid.  At the time of the purchases and/or acquisitions by Plaintiff  and the Class, the true value of U.S. Concrete securities was substantially lower than the prices  paid by Plaintiff and the other members of the Class.  The market price of U.S. Concrete  securities declined sharply upon public disclosure of the facts alleged herein to the injury of  Plaintiff and Class members.   61.  By reason of the conduct alleged herein, Defendants knowingly or recklessly,  directly or indirectly, have violated Section 10(b) of the Exchange Act and Rule 10b-5  promulgated thereunder.   63.  Plaintiff repeats and realleges each and every allegation contained in the  foregoing paragraphs as if fully set forth herein.   64.  During the Class Period, the Individual Defendants participated in the operation  and management of U.S. Concrete, and conducted and participated, directly and indirectly, in the  conduct of U.S. Concrete’s business affairs.  Because of their senior positions, they knew the  adverse non-public information about U.S. Concrete’s misstatement of income and expenses and  false financial statements.   65.  As officers and/or directors of a publicly owned company, the Individual  Defendants had a duty to disseminate accurate and truthful information with respect to U.S.  Concrete’s financial condition and results of operations, and to correct promptly any public  statements issued by U.S. Concrete which had become materially false or misleading.   66.  Because of their positions of control and authority as senior officers, the  Individual Defendants were able to, and did, control the contents of the various reports, press  releases and public filings which U.S. Concrete disseminated in the marketplace during the Class  Period concerning U.S. Concrete’s results of operations.  Throughout the Class Period, the  Individual Defendants exercised their power and authority to cause U.S. Concrete to engage in  the wrongful acts complained of herein. The Individual Defendants therefore, were “controlling  persons” of U.S. Concrete within the meaning of Section 20(a) of the Exchange Act.  In this  capacity, they participated in the unlawful conduct alleged which artificially inflated the market  price of U.S. Concrete securities.   68.  By reason of the above conduct, the Individual Defendants are liable pursuant to  Section 20(a) of the Exchange Act for the violations committed by U.S. Concrete.  Background  