Vulcan Materials CO — Director's Dealing 2016

May 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2016-05-16

Reporting Person: PROKOPANKO JAMES T (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-16	Deferred Stock Units	$	A	1300.0000	Acquired		Common Stock (1300.0000)	Direct

Footnotes

F1: Convertible on a 1-for-1 basis.

F2: Annual deferred stock grant made to the reporting person under the Vulcan Materials Company 2016 Omnibus Long-Term Incentive Plan.

F3: Deferred Stock Units are fully vested as of the grant date. Vested shares will be delivered to the reporting person in the month of April following the year in which the reporting person ceases to be a member of the Board of Directors, unless the reporting person has elected to defer payment of the award, or unless payment is made earlier due to the death or disability of the reporting person or a change in control of Vulcan.