Vulcan Materials CO — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2012-03-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-01	Common Stock (Restricted Stock Units)	F	94.0000	$44.5900	Disposed	2286.0000	Direct
2012-03-01	Common Stock (Restricted Stock Units)	D	1547.0000	$44.5900	Disposed	739.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-01	Phantom Stock (Deferred Comp DSUs/PSUs)	$	A	1547.0000	Acquired		Common Stock (1547.0000)	Direct

Footnotes

F1: Represents the portion of the shares of common stock received upon the vesting of the restricted stock units ('RSUs') that the reporting person has elected to surrender to the Company in payment of taxes associated with the vesting.

F2: 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.