GRANITE CONSTRUCTION INC — Director's Dealing 2013

Apr 5, 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: Richards James D. (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-28	Common Stock	F	1616	$31.09	Disposed	21302.2186	Direct
2013-03-11	Common Stock	F	558	$31.54	Disposed	20744.2186	Direct
2013-03-11	Common Stock	F	629	$31.54	Disposed	20115.2186	Direct
2013-03-14	Common Stock	F	364	$31.21	Disposed	19751.2186	Direct
2013-03-14	Common Stock	A	1863	$26.32	Acquired	21614.2186	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5758.218	Indirect

Footnotes

F1: Shares surrendered for taxes due to vesting on February 28, 2013.

F2: Shares surrendered for taxes due to vesting on March 11, 2013.

F3: Shares surrendered for taxes due to vesting on March 14, 2013.

F4: Stock units granted pursuant to the Granite Construction Incorporated 2012 Equity Incentive Plan (the "Plan"). The stock units vest in three equal annual installments beginning on the grant date.

F5: Previously reported.