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GRANITE CONSTRUCTION INC Director's Dealing 2010

Dec 3, 2010

31052_dirs_2010-12-02_889d12e5-c0ed-4f59-af66-6c470703b5f6.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2010-11-30

Reporting Person: WATTS DAVID HENDERSON (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-07-15 Common Stock A 23.8478 $23.58 Acquired 11161.0627 Direct
2010-10-15 Common Stock A 24.865 $22.74 Acquired 11185.9277 Direct
2010-11-30 Common Stock A 6184 $25.37 Acquired 17369.9277 Direct
2010-11-30 Common Stock F 1546 $25.37 Disposed 15823.9277 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-07-15 Performance Units [Right to Receive] $0 A 304.9757 Acquired Common Stock (304.9757) Direct
2010-10-15 Performance Units (Right to Receive] $0 A 314.8147 Acquired Common Stock (314.8147) Direct
2010-11-30 Performance Units (Right to Receive) $0 D 6184 Disposed Common Stock (6184) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 223 Indirect

Footnotes

F1: Dividends on stock units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan.

F2: Includes 4,349.4727 stock units and dividend shares on stock units.

F3: Includes 4,374.3377 stock units and dividend shares on stock units.

F4: This distribution represents the second of 10 installments of performance-based compensation and accrued dividends. The deferred performance-based compensation is paid in shares of common stock issued under the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan. Shares accrue dividends, payable upon distribution of shares of common stock. Mr. Watts elected to receive the shares annually in 10 equal installments.

F5: Shares surrendered for taxes upon stock distribution.

F6: Previously reported.

F7: Dividends on performance-based compensation.

F8: Each performance right represents a right to receive one share of common stock. The performance rights vested upon acquisition; however, because Mr. Watts chose to defer payment, the stock became payable upon retirement.

F9: No expiration date.