GRANITE CONSTRUCTION INC — Director's Dealing 2012

Jun 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2012-05-30

Reporting Person: KELSEY DAVID H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-30	Common Stock	A	4331	—	Acquired	16993.6921	Direct

Footnotes

F1: Stock units granted pursuant to the Granite Construction Incorporated 2012 Equity Incentive Plan (the "Plan"). Stock units vest on May 20, 2013.

F2: Total adjusted to include dividend equivalents (DEUs: 30 - 7/15/11, 40 -10/14/11, 32 - 1/13/12 & 28 - 4/15/12) credited to the Reporting Person under the dividend reinvestment feature of the Plan since the Reporting Person's last report.