Vulcan Materials CO — Director's Dealing 2013

Feb 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2013-02-07

Reporting Person: Mills Michael R (Senior Vice President and Gene)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Stock	M	1427.0000	$56.2200	Acquired	4556.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-07	Performance Share Units	$	M	2730.0000	Disposed		Common Stock (2730.0000)	Direct
2013-02-07	Performance Share Units	$	A	7000.0000	Acquired		Common Stock (7000.0000)	Direct
2013-02-07	Stock Appreciation Right	$55.4100	A	7000.0000	Acquired	2023-02-07	Common Stock (7000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	768.0000	Indirect

Footnotes

F1: Each performance unit is settled 100% in Vulcan common stock after deducting the amount of taxes due.

F2: Each performance unit is settled 100% in Vulcan common stock after deducting the amount of taxes due on a payment date determined by the Compensation Committee. Performance Share Units vest at December 31 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance.

F3: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2013 and ends on December 31, 2016. 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.