GRANITE CONSTRUCTION INC — Director's Dealing 2014

Mar 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2014-03-11

Reporting Person: Richards James D. (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-11	Common Stock	F	578	$38.72	Disposed	21103.2186	Direct
2014-03-13	Common Stock	S	6500	$37.7327	Disposed	14603.2186	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5876.37	Indirect

Footnotes

F1: Shares surrendered for taxes due to vesting on March 11, 2014.

F2: The number of securities reported represents an aggregate number of shares sold in multiple open market transactions over a range of sales prices. The price reported represents the weighted average price. The Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares sold at each separate price within the range.

F3: Total adjusted to include dividend equivalent units credited to the Reporting Person under the dividend reinvestment feature of the Granite Construction Incorporated 2012 Equity Incentive Plan (the "Plan") since the Reporting Person's last report (165 shares; 41 - 4/15/13, 45 - 7/12/13, 42 - 10/15/13 & 37 - 1/15/13).

F4: Adjusted to reflect dividends earned under the dividend reinvestment feature of the ESOP Plan since the Reporting Person's last report.