STERLING INFRASTRUCTURE, INC. — Director's Dealing 2014

Feb 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STERLING CONSTRUCTION CO INC (STRL)
CIK: 0000874238
Period of Report: 2014-02-05

Reporting Person: MANNING BRIAN R (Exec. VP & CBDO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common Stock	A	2497	—	Acquired	271168	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34079	Indirect

Footnotes

F1: These shares were awarded to the Reporting Person by the Company as incentive compensation pursuant to the Company's 2013 Incentive Compensation Plan. The shares are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

F2: These shares are held in a trust for the Reporting Person's benefit of which he is a co-trustee.