MARTIN MARIETTA MATERIALS INC — Director's Dealing 2016

Nov 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTIN MARIETTA MATERIALS INC (MLM)
CIK: 0000916076
Period of Report: 2016-11-09

Reporting Person: Guzzo Dana F. (SVP/Controller/CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-09	Common Stock	M	1103	—	Acquired	16837	Direct
2016-11-09	Common Stock	F	222	$202.01	Disposed	16615	Direct
2016-11-09	Common Stock	S	881	$224.5901	Disposed	15734	Direct
2016-11-10	Common Stock	M	1959	—	Acquired	17693	Direct
2016-11-10	Common Stock	F	451	$225.39	Disposed	17242	Direct
2016-11-10	Common Stock	S	1508	$228.6944	Disposed	15734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-09	Stock Options (Right to Buy)	$79.79	M	1103	Disposed	2017-05-27	Common Stock (1103)	Direct
2016-11-10	Stock Options (Right to Buy)	$69.12	M	1959	Disposed	2020-05-24	Common Stock (1959)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $228.60 to $228.74, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: Non-qualified stock option award granted under the Martin Marietta Materials, Inc. Amended and Restated Stock-Based Award Plan. Options become exercisable in four equal annual installments commencing one year from the date of grant.