ASTEC INDUSTRIES INC — Director's Dealing 2016

Feb 29, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ASTEC INDUSTRIES INC (ASTE)
CIK: 0000792987
Period of Report: 2016-02-28

Reporting Person: Wilkey Thomas H (President-Heatec, Inc.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-28	Common Stock	F	1130	$42.19	Disposed	4175	Direct
2016-02-28	Common Stock	A	3557	—	Acquired	7732	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4491	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (975.3332)	975.3332	Direct

Footnotes

F1: Holdings are restricted stock units (RSUs) that convert to common stock on a one-for-one basis at a later date. Reported transaction reflects 1,130 shares of common stock withheld by the issuer to satisfy tax withholding obligations upon the vesting of 3,769 RSUs.

F2: Phantom shares are held in a SERP and are payable in cash following the reporting person's termination of employment from Astec.

F3: Total amount includes 2,639 shares issued upon vesting of RSUs on February 28, 2016.

F4: The reported transaction is a grant of restricted stock units earned under the Company's 2011 Incentive Plan. Total reported holdings are restricted stock unites that convert to common stock on a one-for-one basis at a later date.