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: Richards James D. (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-13	Common Stock	A	4643	$32.31	Acquired	16952.89	Direct
2015-03-14	Common Stock	F	95	$32.31	Disposed	16857.89	Direct
2015-03-14	Common Stock	F	269	$32.31	Disposed	16588.89	Direct
2015-03-14	Common Stock	F	227	$32.31	Disposed	16361.89	Direct
2015-03-14	Common Stock	F	397	$32.31	Disposed	15964.89	Direct
2015-03-14	Common Stock	F	461	$32.31	Disposed	15503.89	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5964.627	Indirect

Footnotes

F1: 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.

F2: Shares surrendered for taxes due to vesting on March 14, 2015 (initial grant date 3/14/12.)

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 dividend equivalents units(30 DEUs) credited to the Reporting Person under the dividend reinvestment feature of the Plan since the Reporting Person's last report.

F7: Adjusted to reflect dividends earned under the dividend reinvestment feature of the ESOP Plan since the Reporting Person's last report.