MASTEC INC — Director's Dealing 2011

Mar 10, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MASTEC INC (MTZ)
CIK: 0000015615
Period of Report: 2011-03-08

Reporting Person: MAS JORGE (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-08	Common Stock	M	100000	$7.74	Acquired	100000	Direct
2011-03-08	Common Stock	S	100000	$19.6369	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-08	Non-Qualified Stock Option (right to buy)	$7.74	M	100000	Disposed	2013-08-14	Common Stock (100000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8800410	Indirect
Common Stock	9621016	Indirect
Common Stock	282670	Indirect

Footnotes

F1: Pursuant to a 10b5-1 Plan.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.08 to $19.99, inclusive. The reporting person undertakes to provide to MasTec, Inc. ("MasTec"), any security holder of MasTec 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 range set forth in footnote (2) to this Form 4.

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: 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.

F5: 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.

F6: The options vested in substantially equal installments on August 14th of 2004, 2005, and 2006.