Vulcan Materials CO — Director's Dealing 2012

Feb 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2012-02-09

Reporting Person: WASON ROBERT A IV (Sr. VP, General Counsel)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-09	Performance Share Units	$	A	16400.0000	Acquired		Common Stock (16400.0000)	Direct

Footnotes

F1: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2012 and ends on December 31, 2015. 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.