MASTEC INC — Director's Dealing 2004

Jun 8, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTEC INC (MTZ)
CIK: 0000015615
Period of Report: 2003-11-14

Reporting Person: MAS JORGE (10% Owner, Chairman)
Reporting Person: Jorge Mas Holdings I Limited Partnership (Indirect)
Reporting Person: Jorge L. Mas Canosa Holdings I LP (Indirect)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-09	Common Stock	J	351798	—	Acquired	476548	Direct
2004-01-14	Common Stock	S	2500	$14.4	Disposed	474048	Direct
2004-01-15	Common Stock	S	4000	$14.185	Disposed	470048	Direct
2004-01-16	Common Stock	S	2500	$14.606	Disposed	467548	Direct
2004-01-20	Common Stock	S	2500	$14.792	Disposed	465048	Direct
2004-01-21	Common Stock	S	2500	$15.097	Disposed	462548	Direct
2004-01-22	Common Stock	S	2500	$15.091	Disposed	460048	Direct
2004-01-23	Common Stock	S	2500	$14.661	Disposed	457548	Direct
2004-01-26	Common Stock	S	2500	$14.777	Disposed	455048	Direct
2004-01-27	Common Stock	S	2500	$14.49	Disposed	452548	Direct
2004-01-28	Common Stock	S	2500	$14.119	Disposed	450048	Direct
2004-01-29	Common Stock	S	2500	$12.898	Disposed	447548	Direct
2004-01-30	Common Stock	S	1000	$12.609	Disposed	446548	Direct
2004-02-02	Common Stock	S	1500	$13.092	Disposed	445048	Direct
2004-02-03	Common Stock	S	1500	$12.901	Disposed	443548	Direct
2004-02-04	Common Stock	S	1500	$12.571	Disposed	442048	Direct
2004-02-05	Common Stock	S	500	$12.54	Disposed	441548	Direct
2004-02-06	Common Stock	S	2000	$12.525	Disposed	439548	Direct
2004-02-11	Common Stock	S	5000	$12.724	Disposed	434548	Direct
2004-02-12	Common Stock	P	1200	$13.12	Disposed	433348	Direct
2004-02-13	Common Stock	S	200	$12.71	Disposed	433148	Direct
2004-02-17	Common Stock	S	2600	$12.87	Disposed	430548	Direct
2004-02-18	Common Stock	S	2000	$12.57	Disposed	428548	Direct
2004-03-02	Common Stock	S	500	$12.512	Disposed	428048	Direct
2004-03-08	Common Stock	S	2000	$12.546	Disposed	426048	Direct
2003-11-14	Common Stock	J	802700	—	Disposed	10471016	Indirect
2004-01-09	Common Stock	J	850000	—	Disposed	9621016	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8599361	Indirect
Common Stock	282670	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-Qualified Stock Option (right to buy)	$5.9445	2005-02-03	Common Stock (49290)	49290	Direct
Non-Qualified Stock Option (right to buy)	$4.7778	2006-03-26	Common Stock (135001)	184291	Direct
Non-Qualified Stock Option (right to buy)	$14.0625	2007-03-17	Common Stock (75000)	259291	Direct
Non-Qualified Stock Option (right to buy)	$14.0625	2007-12-29	Common Stock (150000)	409291	Direct
Non-Qualified Stock Option (right to buy)	$19.7917	2009-10-04	Common Stock (675000)	1084291	Direct
Non-Qualified Stock Option (right to buy)	$7.74	2008-08-14	Common Stock (250000)	1334291	Direct

Footnotes

F1: On January 9, 2004, the Family Partnership distributed 850,000 shares of Common Stock to certain of its limited partners (351,798 of which were distributed to Mr. Mas).

F2: The shares were sold pursuant to a prearranged trading plan in accordance with the guidelines specified by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

F3: Shares owned of record by Jorge Mas Holdings I Limited Partnership, a Texas limited partnership ("Jorge Mas Holdings"). The sole general partner of Jorge Mas Holdings is Jorge Mas Holdings Corporation, a Texas corporation that is wholly-owned by Mr. Jorge Mas.

F4: On November 14, 2003, the Family Partnership distributed 802,700 shares of Common Stock to certain of its limited partners (none of which were distributed to the Reporting Persons).

F5: Shares owned directly by Jorge L. Mas Canosa Holdings I Limited Partnership, a Texas limited partnership, ("the Family Partnership"), and indirectly by Jorge Mas, as the president and sole director of Jorge L. Mas Canosa Holdings Corporation, a Texas corporation, the sole general partner of the Family Partnership. Mr. Jorge Mas disclaims beneficial ownership of the shares held by the Family Partnership except to the extent of his pecuniary interest therein.

F6: Shares owned of record by the Mas Family Foundation, Inc., a Florida not-for-profit corporation (the "Family Foundation") of which Mr. Jorge Mas is the president. Mr. Jorge Mas disclaims beneficial ownership of all shares owned by the Family Foundation.

F7: Exempt stock option grant that vests over (5) five years in equal installments of 20% per year beginning twelve months after grant.

F8: Exempt stock option grant that vests 50% 12 (twelve) months from the date of grant and 50% 24 (twenty four) months from the date of grant.

F9: Exempt stock option grant that vests over three years. First two years vesting is 33%. Third year vesting is 34%. Vesting begins twelve months after date of grant (08/14/2003).