Vulcan Materials CO — Director's Dealing 2016

Feb 17, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2016-02-12

Reporting Person: Lott Jeffery G (President, Southwest Division)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-12	Common Stock	M	2172.0000	$89.9900	Acquired	3088.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-12	Performance Share Units	$	M	2010.0000	Disposed		Common Stock (2010.0000)	Direct
2016-02-12	Performance Share Units	$	A	3027.0000	Acquired		Common Stock (3027.0000)	Direct
2016-02-12	Stock Appreciation Right	$92.0200	A	2000.0000	Acquired	2026-02-12	Common Stock (2000.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (401k)	4084.8587	Direct

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 four-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, 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.