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MARTIN MARIETTA MATERIALS INC Director's Dealing 2017

May 4, 2017

30083_dirs_2017-05-04_264ae29d-4862-4282-8f2b-25fe8c5c19b4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTIN MARIETTA MATERIALS INC (MLM)
CIK: 0000916076
Period of Report: 2017-05-04

Reporting Person: McCunniff Donald A. (SVP - Human Resources)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2017-05-04 Common Stock M 1819 Acquired 19858 Direct
2017-05-04 Common Stock F 428 $238.97 Disposed 19430 Direct
2017-05-04 Common Stock S 1391 $240.1662 Disposed 18039 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2017-05-04 Stock Options (Right to Buy) $69.12 M 1819 Disposed 2020-05-24 Common Stock (1819) 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 $239.46 to $241.515, 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.