Vulcan Materials CO — Director's Dealing 2012

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2012-11-20

Reporting Person: JAMES DONALD M (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-20	Common Stock	M	14257.0000	$31.4650	Acquired	62159.0000	Direct
2012-11-20	Common Stock	F	11500.0000	—	Disposed	50659.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-20	Stock Options (Right to Buy)	$31.4650	M	14257.0000	Disposed	2013-02-13	Common Stock (14257.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	158031.0000	Indirect

Footnotes

F1: 11,500 shares were sold on November 20, 2012 to cover the cost of this exercise at prices ranging from $47.85 to $48.48 per share and 2,757 shares were retained by the reporting person following the transaction. Full information regarding the number of shares sold at each separate price will be provided upon request.

F2: The option vests over five years in 20% increments each year on December 31 following the grant date.