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ASTEC INDUSTRIES INC Director's Dealing 2012

May 21, 2012

32157_dirs_2012-05-21_5d3a83ed-4bd4-4098-86f4-ac7147760d60.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASTEC INDUSTRIES INC (ASTE)
CIK: 0000792987
Period of Report: 2012-05-17

Reporting Person: ANDERSON STEPHEN C (VP-Administration & Corp Sec)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-05-17 Common Stock S 416 $28.5871 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-05-18 Phantom Stock $ I 2355.7159 Disposed Common Stock (2355.7159) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3990 Direct
Common Stock 89.7627 Indirect

Footnotes

F1: Reflects restricted stock units (RSUs) that convert to common stock on a one-for-one basis in the future.

F2: Shares held in the reporting person's 401(k) account are based upon a plan statement dated May 21, 2012.

F3: These phantom shares were held in a SERP. Under the SERP plan provisions, the phantom shares can be sold at the reporting person's discretion at any time and reinvested in other allowed investments. Phantom shares held in the SERP are otherwise payable in cash at the reporting person's termination of employment from Astec.