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Vulcan Materials CO Director's Dealing 2021

Sep 2, 2021

30074_dirs_2021-09-01_acc6c492-1b49-4f19-98a1-bce70724ce66.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: 2021-08-30

Reporting Person: Hill J Thomas (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2021-08-30 Common Stock S 51733.00 $186.25 Disposed 70464.665 Direct
2021-08-30 Common Stock S 17825.00 $187.14 Disposed 52639.665 Direct
2021-08-31 Common Stock S 20809.00 $186.04 Disposed 31830.665 Direct
2021-08-31 Common Stock S 2300.00 $186.81 Disposed 29530.665 Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock (401k) 28600.63 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Deferred Comp DSUs/PSUs $ Common Stock (47387.529) 47387.529 Direct
Phantom Stock (Deferred Compensation) $ Common Stock (2761.287) 2761.287 Direct
Performance Share Units $ Common Stock (27000.00) 27000.00 Direct
Performance Share Units $ Common Stock (24700.00) 24700.00 Direct
Performance Share Units $ Common Stock (23700.00) 23700.00 Direct
Restricted Stock Units $ Common Stock (9000.00) 9000.00 Direct
Restricted Stock Units $ Common Stock (8200.00) 8200.00 Direct
Restricted Stock Units $ Common Stock (7900.00) 7900.00 Direct
Stock Appreciation Right $55.41 2023-02-07 Common Stock (7000.00) 7000.00 Direct
Stock Appreciation Right $66.00 2024-02-13 Common Stock (12500.00) 12500.00 Direct
Stock Appreciation Right $79.41 2025-02-12 Common Stock (30800.00) 30800.00 Direct
Stock Appreciation Right $92.02 2026-02-12 Common Stock (32100.00) 32100.00 Direct
Stock Appreciation Right $122.60 2027-02-10 Common Stock (23900.00) 23900.00 Direct
Stock Appreciation Right $121.69 2028-02-23 Common Stock (27200.00) 27200.00 Direct
Stock Appreciation Right $113.16 2029-02-19 Common Stock (26100.00) 26100.00 Direct
Stock Appreciation Right $133.95 2030-02-21 Common Stock (27000.00) 27000.00 Direct
Stock Appreciation Right $164.38 2031-02-19 Common Stock (24800.00) 24800.00 Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.01 to $187.00, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F10: Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.

F11: Restricted Stock Units cliff vest on the specified date and are settled in shares of Vulcan Common Stock within 75 days after the applicable vesting date.

F12: Stock Appreciation Right vested in four (4) equal annual installments beginning on this date.

F13: Stock Appreciation Right vested in three (3) equal annual installments beginning on this date.

F14: Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.01 to $187.39, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F3: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.55 to $186.54, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F4: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.55 to $187.36, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F5: Convertible on a 1-for-1 basis.

F6: In accordance with the terms of Vulcan's Deferred Compensation Plan and instructions previously provided by the reporting person pursuant thereto, each share will settle for a share of Vulcan Common Stock following the retirement of the reporting person.

F7: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2019 and ends on December 31, 2021. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in stock on a payment date determined by the Compensation Committee.

F8: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2020 and ends on December 31, 2022. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in stock on a payment date determined by the Compensation Committee.

F9: Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2021 and ends on December 31, 2023. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in stock on a payment date determined by the Compensation Committee.