Vulcan Materials CO — Director's Dealing 2016

Aug 25, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2016-08-23

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-08-23	Common Stock	M	8570.0000	$109.2000	Acquired	31128.0000	Direct
2016-08-23	Common Stock	F	8200	$118.9100	Disposed	22928.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-08-23	Stock Appreciation Right	$109.2000	M	8570.0000	Disposed	2017-02-18	Common Stock (8570.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (401(k))	19874.6622	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Performance Share Units	$		Common Stock (3800)	3800	Direct
Performance Share Units	$		Common Stock (6000)	6000	Direct
Performance Share Units	$		Common Stock (3200)	3200	Direct
Performance Share Units	$		Common Stock (2700)	2700	Direct
Stock Appreciation Right	$43.0500	2020-02-11	Common Stock (9100)	9100	Direct
Stock Appreciation Right	$43.63	2021-03-01	Common Stock (3900)	3900	Direct
Stock Appreciation Right	$47.47	2019-02-12	Common Stock (18250)	18250	Direct
Stock Appreciation Right	$55.41	2023-02-07	Common Stock (3800)	3800	Direct
Stock Appreciation Right	$66.00	2024-02-13	Common Stock (6000)	6000	Direct
Stock Appreciation Right	$70.69	2018-02-07	Common Stock (5650)	5650	Direct
Stock Appreciation Right	$79.41	2025-02-12	Common Stock (3200)	3200	Direct
Stock Appreciation Right	$92.02	2026-02-12	Common Stock (2700)	2700	Direct
Phantom Stock (Deferred Compensation)	$		Common Stock (0)	0	Direct
Phantom Stock (Deferred Comp DSUs/PSUs)	$		Common Stock (10132.344)	10132.344	Direct

Footnotes

F1: Includes 15,209 shares held jointly by the reporting person and his spouse in joint brokerage accounts.

F2: Represents shares sold (for tax-withholding purposes and to cover the cost of the options) pursuant to the exercise of Stock-Only Stock Appreciation Rights previously granted.

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.

F4: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2014 and ends on December 31, 2017. 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.

F5: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2015 and ends on December 31, 2018. 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.

F6: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2016 and ends on December 31, 2019. 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.

F7: Each share of phantom stock is the economic equivalent of one share of Vulcan common stock. Shares of phantom stock are payable in cash following the reporting person's termination of employment with Vulcan and may be transferred into an alternative investment account at any time.

F8: Amount reflects an exempt transaction that occurred since the reporting person's prior Form 4.

F9: The units are to be settled in Vulcan common stock following the year of retirement of the reporting person.