GRANITE CONSTRUCTION INC — Director's Dealing 2012

Mar 1, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2012-02-27

Reporting Person: DOREY WILLIAM GLENWOOD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-28	Common Stock	M	6127	—	Acquired	57665.5146	Direct
2012-02-28	Common Stock	F	2159	$28.84	Disposed	55522.5146	Direct
2012-02-27	Common Stock	S	39469	$29.7318	Disposed	154640	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-28	Stock Units	$0	M	6127	Acquired		Stock Units (6127)	Direct

Footnotes

F1: Reflects the second of three (3) deferred distributions of common stock upon settlement of performance-based compensation which vested on 3/15/2008. Each stock unit represents the economic equivalent of one share of common stock.

F2: Adjusted to reflect 53 dividends acquired on 7/15/11, 10/14/11 and 1/13/12.

F3: Adjusted to reflect 212 restricted stock unit dividends acquired on 7/15/11, 10/14/11 and 1/13/12.