MARTIN MARIETTA MATERIALS INC — Director's Dealing 2017

Feb 21, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MARTIN MARIETTA MATERIALS INC (MLM)
CIK: 0000916076
Period of Report: 2017-02-17

Reporting Person: MCDONALD WILLIAM E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-17	Common Stock	M	3000	—	Acquired	20724	Direct
2017-02-17	Common Stock	M	3000	—	Acquired	23724	Direct
2017-02-17	Common Stock	S	6000	$219.7759	Disposed	17724	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-17	Stock Options (Right to Buy)	$151.92	M	3000	Disposed	2017-05-22	Common Stock (3000)	Direct
2017-02-17	Stock Options (Right to Buy)	$117.77	M	3000	Disposed	2018-05-28	Common Stock (3000)	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 $219.075 to $220.82, 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 are exercisable immediately.