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: Matheson Martin P. (Senior, Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-13	Common Stock	F	590	$43.09	Disposed	14942.95	Direct
2016-03-14	Common Stock	F	104	$43.12	Disposed	14888.95	Direct
2016-03-14	Common Stock	F	449	$43.12	Disposed	14439.95	Direct
2016-03-14	Common Stock	F	242	$43.12	Disposed	14197.95	Direct
2016-03-14	Common Stock	A	3479	$43.12	Acquired	17676.95	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	80.74	Indirect

Footnotes

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

F2: Shares surrendered for taxes due to vesting on March 14, 2016 (initial grant date 3/14/13).

F3: Shares surrendered for taxes due to vesting on March 14, 2016 (initial grant date 3/14/14).

F4: Shares surrendered for taxes due to vesting on March 14, 2016 (initial grant date 3/14/13).

F5: 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.

F6: Total adjusted to include dividend equivalent units (50 DEUs) credited to the reporting person under the dividend reinvestment feature of the Plan since the Reporting Person's last report.

F7: Previously reported.