GRANITE CONSTRUCTION INC — Director's Dealing 2013

Mar 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2013-02-28

Reporting Person: DOREY WILLIAM GLENWOOD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Stock	M	6237.46	—	Acquired	14557.46	Direct
2013-02-28	Common Stock	F	2197	$31.09	Disposed	12476.46	Direct
2013-03-12	Common Stock	G	3950	—	Disposed	168944	Indirect
2013-03-13	Common Stock	S	13300	$31.252	Disposed	155644	Indirect
2013-03-14	Common Stock	S	61700	$31.173	Disposed	93944	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-28	Stock Units	$0	M	6237.46	Acquired		Stock Units (6237.46)	Direct

Footnotes

F1: Reflects the third 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: Total adjusted to include 116 dividend equivalents (7/15/12 - 30, 10/15/12 - 46, 1/15/13 - 40 shares) credited to Reporting Person under the dividend reinvestment feature of the Plan since the last report.

F3: Price reflects the weighted average sale price for multiple transactions that ranged from $31.25 to $31.28 per share. The Reporting Person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.

F4: Price reflects the weighted average sale price for multiple transactions that ranged from $31.15 to $31.3 per share. The Reporting Person undertakes to provide, upon request by the Commission Staff, the Issuer or a security holder of the Issuer, full information regarding the number of shares sold at each separate price.