GRANITE CONSTRUCTION INC — Director's Dealing 2012

Mar 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2012-02-29

Reporting Person: Donnino Michael Francis (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-29	Common Stock	F	113	$28.60	Disposed	35265	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	37486.348	Indirect

Footnotes

F1: Shares surrendered for taxes due to vesting on February 29, 2012.

F2: Total adjusted to include dividend equivalents (DEUs: 32 - 4/15/11, 37 - 7/15/11, 49 -10/14/11 & 39 - 1/13/12) credited to the Reporting Person under the dividend reinvestment feature of the Plan since the Reporting Person's last report and ESP purchase (413 shares - 11/14/11; 2 shares dividends on ESP).

F3: Previously reported.