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Vulcan Materials CO Director's Dealing 2012

Mar 5, 2012

30074_dirs_2012-03-05_c43ed6c7-4029-4204-9cad-162fc5a96755.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-03-01 Common Stock A 486.0000 $44.5900 Acquired 8805.1348 Direct
2012-03-01 Common Stock (Restricted Stock Units) F 51.0000 $44.5900 Disposed 2280.0000 Direct
2012-03-01 Common Stock (Restricted Stock Units) F 270.0000 $44.5900 Disposed 2010.0000 Direct
2012-03-01 Common Stock (Restricted Stock Units) D 486.0000 $44.5900 Disposed 1524.0000 Direct
2012-03-01 Common Stock (Restricted Stock Units) D 811.0000 $44.5900 Disposed 713.0000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-01 Phantom Stock (Deferred Comp DSUs/PSUs) $ A 811.0000 Acquired Common Stock (811.0000) 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.

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.