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, 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. Date of Event Requiring Statement (Month/Day/Year) 12/22/2011 3. Issuer Name and Ticker or Trading Symbol US CONCRETE INC [USCR] (Last) (First) (Middle) 11 MARTINE AVENUE 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) WHITE PLAINS, NY 10606 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 Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock, par value $0.001 per share 2,486,762 D (1) Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
9.5% Convertible Secured Notes	  (2)	08/31/2015	Common Stock, par value $0.001 per share	1,007,238	$ 10.5	D (1)	Â

Reporting Owners

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

Signatures

/s/ Shelley F. Greenhaus, President, on behalf of Whippoorwill Associates, Inc.		01/03/2012
**Signature of Reporting Person		Date
/s/ Shelley F. Greenhaus		01/03/2012
**Signature of Reporting Person		Date
/s/ Steven K. Gendal		01/03/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 3 because each of them may be deemed to be a beneficial owner of the shares covered by this Form 3. 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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