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Vulcan Materials CO Director's Dealing 2011

May 18, 2011

30074_dirs_2011-05-18_6a22df5b-52dc-4bd2-b523-214735160a4c.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2011-05-13

Reporting Person: Houston J Wayne (Senior VP-Human Resources)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 1744.0000 Direct
Common Stock (401k) 29417.0000 Direct
Common Stock (Restricted Stock Units) 2489.0000 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Performance Share Units $ Common Stock (3040.0000) Direct
Performance Share Units $ Common Stock (3200.0000) Direct
Performance Share Units $ Common Stock (7600.0000) Direct
Phantom Stock (Deferred Comp DSUs/PSUs) $ Common Stock (8962.0000) Direct
Stock Appreciation Right $43.0500 2020-02-11 Common Stock (12300.0000) Direct
Stock Appreciation Right $43.6300 2021-03-01 Common Stock (7600.0000) Direct
Stock Appreciation Right $47.4700 2019-02-12 Common Stock (24500.0000) Direct
Stock Appreciation Right $70.6900 2018-02-07 Common Stock (7630.0000) Direct
Stock Appreciation Right $109.2000 2017-02-08 Common Stock (11380.0000) Direct
Stock Options (Right to Buy) $31.4650 2013-02-13 Common Stock (500.0000) Direct
Stock Options (Right to Buy) $45.9500 2012-02-07 Common Stock (15000.0000) Direct
Stock Options (Right to Buy) $46.7600 2014-02-12 Common Stock (10000.0000) Direct
Stock Options (Right to Buy) $57.0950 2015-02-10 Common Stock (13000.0000) Direct
Stock Options (Right to Buy) $68.6300 2015-12-08 Common Stock (26000.0000) Direct

Footnotes

F1: Performance Share Units vest at December 31 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.

F2: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award began on January 1, 2011 and ends on December 31, 2014. At the end of the Performance Period, the Compensation Committee determines the payment amount based on Company performance relative to the S&P 500 Index, of which the Company is a member. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.

F3: Represents time-based restricted stock units ('RSUs') reported as shares of common stock. The reporting person has elected, upon the vesting thereof, to defer the receipt of these shares under the terms of the Company's Executive Deferred Compensation Plan.