Vulcan Materials CO — Director's Dealing 2021

Sep 2, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vulcan Materials CO (VMC)
CIK: 0001396009
Period of Report: 2021-08-31

Reporting Person: Bass Stanley G (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-31	Common Stock	S	21339.00	$185.49	Disposed	12183.2446	Direct
2021-08-31	Common Stock	S	600.00	$186.01	Disposed	11583.2446	Direct
2021-08-31	Common Stock	S	11582.00	$185.55	Disposed	1.2446	Direct
2021-09-01	Common Stock	M	6200.00	$79.41	Acquired	6201.2446	Direct
2021-09-01	Common Stock	F	1976.00	$185.93	Disposed	4225.2446	Direct
2021-09-01	Common Stock	M	9300.00	$92.02	Acquired	13525.2446	Direct
2021-09-01	Common Stock	F	2614.00	$185.93	Disposed	10911.2446	Direct
2021-09-01	Common Stock	M	6900.00	$122.60	Acquired	17811.2446	Direct
2021-09-01	Common Stock	F	1307.00	$185.93	Disposed	16504.2446	Direct
2021-09-01	Common Stock	M	6600.00	$121.69	Acquired	23104.2446	Direct
2021-09-01	Common Stock	F	1269.00	$185.93	Disposed	21835.2446	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-09-01	Stock Appreciation Right	$79.41	M	6200.00	Disposed	2025-02-12	Common Stock (6200.00)	Direct
2021-09-01	Stock Appreciation Right	$92.02	M	9300.00	Disposed	2026-02-12	Common Stock (9300.00)	Direct
2021-09-01	Stock Appreciation Right	$122.60	M	6900.00	Disposed	2027-02-10	Common Stock (6900.00)	Direct
2021-09-01	Stock Appreciation Right	$121.69	M	6600.00	Disposed	2028-02-23	Common Stock (6600.00)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock (401k)	17057.0978	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred Comp DSUs/PSUs	$		Common Stock (38924.8715)	38924.8715	Direct
Performance Share Units	$		Common Stock (6000.00)	6000.00	Direct
Performance Share Units	$		Common Stock (5800.00)	5800.00	Direct
Performance Share Units	$		Common Stock (5300.00)	5300.00	Direct
Restricted Stock Units	$		Common Stock (2000.00)	2000.00	Direct
Restricted Stock Units	$		Common Stock (1900.00)	1900.00	Direct
Restricted Stock Units	$		Common Stock (1800.00)	1800.00	Direct
Stock Appreciation Right	$113.16	2029-02-19	Common Stock (5900.00)	5900.00	Direct
Stock Appreciation Right	$133.95	2030-02-21	Common Stock (6400.00)	6400.00	Direct
Stock Appreciation Right	$164.38	2031-02-19	Common Stock (5500.00)	5500.00	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 $185.00 to $185.98, 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: 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.

F11: 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.

F12: Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.

F13: 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.

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 $186.00 to $186.04, 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 $185.24 to $185.89, 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: 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.

F5: Stock Appreciation Right vested in four (4) equal annual installments beginning on this date.

F6: Stock Appreciation Right vested in three (3) equal annual installments beginning on this date.

F7: Convertible on a 1-for-1 basis.

F8: Each share will settle for a share of Vulcan Common Stock in accordance with the terms of Vulcan's Deferred Compensation Plan and instructions previously provided by the reporting person pursuant thereto.

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, 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.