Vulcan Materials CO — Director's Dealing 2012

Jan 26, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2012-01-24

Reporting Person: KHAN EJAZ A (VP, Controller & CIO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-24	Common Stock	M	2894.1348	—	Acquired	9158.1348	Direct
2012-01-24	Common Stock	F	839.0000	$36.3500	Disposed	8319.1348	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-24	Phantom Stock (Deferred Comp DSUs/PSUs)	$	M	2894.1348	Disposed		Common Stock (2894.1348)	Direct

Footnotes

F1: Each share of phantom stock was the economic equivalent of one share of Vulcan common stock. The reporting person settled his shares of phantom stock for an equal number of shares of Vulcan common stock on January 24, 2012.

F2: Shares sold by Company for tax withholding.