GRANITE CONSTRUCTION INC — Director's Dealing 2014

Mar 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2014-03-05

Reporting Person: Roberts James Hildebrand (Director, Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-05	Common Stock	S	8164	$37.78	Disposed	59166.9237	Direct
2014-03-11	Common Stock	F	2351	$38.72	Disposed	56815.9237	Direct
2014-03-12	Common Stock	S	6204	$38.476	Disposed	50611.9237	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	127585	Indirect

Footnotes

F1: 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.

F2: Shares surrendered for taxes due to vesting on March 11, 2014.

F3: Total adjusted to include dividend equivalents (DEUs 447 shares: 158- 7/12/13, 154 - 10/15/13, 135 - 1/15/14) credited to the reporting person under the dividend reinvestment feature of the Granite Construction Incorporated 2012 Equity Incentive Plan since the Reporting Person's last report.

F4: Previously reported.