STERLING INFRASTRUCTURE, INC. — Director's Dealing 2015

Feb 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STERLING CONSTRUCTION CO INC (STRL)
CIK: 0000874238
Period of Report: 2015-01-29

Reporting Person: WRIGHT THOMAS R (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-29	Common Stock	A	16677	—	Acquired	28177	Direct
2015-01-29	Common Stock	A	29781	—	Acquired	57958	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-29	Restricted Stock Units	$	A	29781	Acquired	2017-12-31	Common Stock (29781)	Direct

Footnotes

F1: These shares were awarded to the Reporting Person by the Company as incentive compensation pursuant to the Company's 2014 Incentive Compensation Plan. The shares are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

F2: These shares were awarded to the Reporting Person pursuant to the Company's 2015 Long-Term Incentive Program and are subject to restrictions on their sale or other transfer and to forfeiture under certain circumstances.

F3: Each restricted stock unit represents the contingent right to receive one share of common stock if or when the restricted stock unit vests.

F4: The restricted stock units vest, if at all, on December 31, 2017 to the extent of the achievement by the Company of a financial goal. Units that do not vest are forfeited.

F5: These restricted stock units were issued to the Reporting Person pursuant to the Company's 2015 Long-Term Incentive Compensation Program.