GRANITE CONSTRUCTION INC — Director's Dealing 2012

Mar 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2012-03-14

Reporting Person: Krzeminski Laurel J (Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-14	Common stock	A	2547	$26.17	Acquired	15559	Direct
2012-03-14	Common Stock	A	6304	$29.09	Acquired	22189.2222	Direct

Footnotes

F1: Stock units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (the "Plan"). The stock units vest 100% upon receipt.

F2: Stock units granted pursuant to the Granite Construction Incorporated Amended and Restated 1999 Equity Incentive Plan (the "Plan"). The stock units vest over a 3-year period, vesting 1/3 per year beginning one year from grant date.

F3: Total adjusted to include dividend equivalents (DEUs: 42 - 4/15/11, 47 - 7/15/11, 59 -10/14/11, 17 - 12/1/11, & 45 - 1/13/12) credited to the Reporting Person under the dividend reinvestment feature of the Plan since the Reporting Person's last report; and shares purchased pursuant to the Granite Construction Incorporated 2009 Employee Stock Purchase Plan (the "Purchase Plan"), purchases of 43 shares on 5/13/11 and 72 shares on 11/14/11).