SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O U.S. SILICA HOLDINGS, INC. |
| 8490 PROGRESS DRIVE, SUITE 300 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
01/31/2012
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3. Issuer Name and Ticker or Trading Symbol
U.S. SILICA HOLDINGS, INC.
[ SLCA ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| V P of National Accounts |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Employee Stock Option (right to buy) |
|
07/12/2021 |
Common Stock, par value $0.01 |
50,818 |
10.33 |
D |
|
| Employee Stock Option (right to buy) |
|
07/12/2021 |
Common Stock, par value $0.01 |
38,826 |
16.9 |
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Alan Jacobs by Power of Attorney |
01/31/2012 |
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** 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
5
(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). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Power of Attorney
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned hereby
makes, constitutes and appoints each of James I. Manion, Alan Jacobs, Robert M.
Hayward, P.C. and Michele Luburich, signing singly, as the undersigned's true
and lawful attorney-in-fact, with full power and authority as hereinafter
described on behalf of and in the name, place and stead of the undersigned to:
(1) prepare, execute, acknowledge, deliver and file Forms 3, 4 and 5
(including any amendments thereto) with respect to the securities of U.S.
Silica Holdings, Inc., a Delaware corporation (the "Company"), with the
United States Securities and Exchange Commission, any national securities
exchanges and the Company, as considered necessary or advisable under Section
16(a) of the Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder, as amended from time to time (the "Exchange Act");
(2) seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's securities
from any third party, including brokers, employee benefit plan administrators
and trustees, and the undersigned hereby authorizes any such person to
release any such information to the undersigned and approves and ratifies
any such release of information; and
(3) perform any and all other acts which in the discretion of
such attorneys-in-fact are necessary or desirable for and on behalf of
the undersigned in connection with the foregoing.
The undersigned acknowledges that:
(1) this Power of Attorney authorizes, but does not require, each
such attorney-in-fact to act in their discretion on information provided
to such attorney-in-fact without independent verification of such information;
(2) any documents prepared and/or executed by any of the attorneys-in-
fact on behalf of the undersigned pursuant to this Power of Attorney will be
in such form and will contain such information and disclosure as such
attorney-in-fact, in his discretion, deems necessary or desirable;
(3) neither the Company nor any of the attorneys-in-fact assumes
(i) any liability for the undersigned's responsibility to comply with the
requirement of the Exchange Act, (ii) any liability of the undersigned for
any failure to comply with such requirements, or (iii) any obligation or
liability of the undersigned for profit disgorgement under Section 16(b) of the
Exchange Act; and
(4) this Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including without limitation the reporting requirements under
Section 16 of the Exchange Act.
The undersigned hereby gives and grants each of the foregoing
attorneys-in-fact full power and authority to do and perform all and every act
and thing whatsoever requisite, necessary or appropriate to be done in and about
the foregoing matters as fully to all intents and purposes as the undersigned
might or could do if present, with full power of substitution and revocation,
hereby ratifying all that such attorney-in-fact, or such attorney-in-fact's
substitute or substitutes, of, for and on behalf of the undersigned, shall
lawfully do or cause to be done by virtue of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each of such
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this 8 day of September 2011.
/s/ Robert H. Morrow
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Robert H. Morrow
Name: ----------------------------------
