GRANITE CONSTRUCTION INC — Director's Dealing 2016

Mar 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GRANITE CONSTRUCTION INC (GVA)
CIK: 0000861459
Period of Report: 2016-03-13

Reporting Person: Donnino Michael Francis (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-13	Common Stock	F	855	$43.09	Disposed	71743	Direct
2016-03-14	Common Stock	A	9469	$35.19	Acquired	81212	Direct
2016-03-14	Common Stock	S	4003	$43.1958	Disposed	77209	Direct
2016-03-14	Common Stock	F	490	$43.12	Disposed	77102	Direct
2016-03-14	Common Stock	F	607	$43.12	Disposed	76495	Direct
2016-03-14	Common Stock	A	4638	$43.12	Acquired	81133	Direct

Footnotes

F1: Shares surrendered for taxes due to vesting on March 13, 2016 (initial grant date 3/13/15).

F2: 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.

F3: 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.

F4: Shares surrendered for taxes due to vesting on March 14, 2016 (initial grant date 3/14/14).

F5: Shares surrendered for taxes due to vesting on March 14, 2016 (initial grant date 3/14/13).

F6: 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.

F7: Total adjusted to include dividend equivalent units (383 DEUs) credited to the reporting person under the dividend reinvestment feature of the Plan since the Reporting Person's last report.