GRANITE CONSTRUCTION INC — Director's Dealing 2015

Mar 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2015-03-13

Reporting Person: Krzeminski Laurel J (Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-13	Common Stock	A	4643	$26.32	Acquired	45156.9022	Direct
2015-03-13	Common Stock	A	5674	$32.31	Acquired	50830.9022	Direct
2015-03-14	Common Stock	F	856	$32.31	Disposed	49974.9022	Direct
2015-03-14	Common Stock	F	749	$32.31	Disposed	49225.9022	Direct
2015-03-14	Common Stock	F	608	$32.31	Disposed	48617.9022	Direct

Footnotes

F1: Stock units granted pursuant to the Granite Construction Incorporated 2012 Equity Incentive Plan (the "Plan"). The stock units vest 100% ten days after the date of grant.

F2: Stock units granted pursuant to the Granite Construction Incorporated 2012 Equity Incentive Plan (the "Plan"). The stock units vest in three equal annual installments on the first, second and third anniversaries of the Grant Date.

F3: Shares surrendered for taxes due to vesting on March 14, 2015 (initial grant date 3/14/12.)

F4: Shares surrendered for taxes due to vesting on March 14, 2015 (initial grant date 3/14/13.)

F5: Shares surrendered for taxes due to vesting on March 14, 2015 (initial grant date 3/14/14.)

F6: Total adjusted to include 295 dividends (DEUs: 37 - 4/15/14, 41 - 7/15/14, 46 -10/15/14, 38 - 1/15/15) credited to the Reporting Person under the dividend reinvestment feature of the Plan since the Reporting Person's last report; and shares purchased pursuant to the Granite Construction Incorporated 2009 Employee Stock Purchase Plan (the "Purchase Plan"), purchases of 68 shares on 5/14/14, 60 shares on 11/14/14, and earned dividends of 5 shares).