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GRANITE CONSTRUCTION INC Director's Dealing 2011

Feb 14, 2011

31052_dirs_2011-02-14_d1f75459-cbcf-42c8-8a67-a1bd438a4208.zip

Director's Dealing

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SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2010-12-31

Reporting Person: DOREY WILLIAM GLENWOOD (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2010-10-15 Common Stock A 13.8518 $22.74 Acquired 48414.8518 Direct
2010-03-24 Common Stock G 5450 Disposed 193798 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2010-07-15 Common Stock $0 A 98.0396 Acquired Common Stock (98.0396) Direct
2010-10-15 Common Stock $0 A 101.2025 Acquired Common Stock (101.2025) Direct

Footnotes

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

F2: The total number of shares of securities beneficially owned was inadvertently incorrectly reported on the Form 4 dated 9/1/10. The correct total as of 9/1/2010 should have been 48,401 shares. The total amount of securities beneficially held as of 12/31/2010 should be 48,414.8518.

F3: Dividends accrued on performance-based compensation stock.

F4: Performance-based compensation stock and dividends vested upon retirement, August 31, 2010; however, Mr. Dorey chose to defer payment. Beginning April 1, 2011, Mr. Dorey will recieve the shares annually in 10 equal installments.

F5: No expiration date.