| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [ VMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/23/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/23/2016 | M | 8,570 | A | $109.2 | 31,128(1) | D | |||
| Common Stock | 08/23/2016 | F(2) | 8,200 | D | $118.91 | 22,928 | D | |||
| Common Stock (401(k)) | 19,874.6622 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Appreciation Right | $109.2 | 08/23/2016 | M | 8,570 | 02/08/2008 | 02/18/2017 | Common Stock | 8,570 | $109.2 | 0.0000 | D | ||||
| Performance Share Units | (3) | 12/31/2016 | (3) | Common Stock | 3,800 | 3,800 | D | ||||||||
| Performance Share Units | (4) | 12/31/2017 | (4) | Common Stock | 6,000 | 6,000 | D | ||||||||
| Performance Share Units | (5) | 12/31/2018 | (5) | Common Stock | 3,200 | 3,200 | D | ||||||||
| Performance Share Units | (6) | 12/31/2019 | (6) | Common Stock | 2,700 | 2,700 | D | ||||||||
| Stock Appreciation Right | $43.05 | 02/11/2011 | 02/11/2020 | Common Stock | 9,100 | 9,100 | D | ||||||||
| Stock Appreciation Right | $43.63 | 03/01/2012 | 03/01/2021 | Common Stock | 3,900 | 3,900 | D | ||||||||
| Stock Appreciation Right | $47.47 | 02/12/2010 | 02/12/2019 | Common Stock | 18,250 | 18,250 | D | ||||||||
| Stock Appreciation Right | $55.41 | 02/07/2014 | 02/07/2023 | Common Stock | 3,800 | 3,800 | D | ||||||||
| Stock Appreciation Right | $66 | 02/13/2015 | 02/13/2024 | Common Stock | 6,000 | 6,000 | D | ||||||||
| Stock Appreciation Right | $70.69 | 02/07/2009 | 02/07/2018 | Common Stock | 5,650 | 5,650 | D | ||||||||
| Stock Appreciation Right | $79.41 | 02/12/2016 | 02/12/2025 | Common Stock | 3,200 | 3,200 | D | ||||||||
| Stock Appreciation Right | $92.02 | 02/12/2017 | 02/12/2026 | Common Stock | 2,700 | 2,700 | D | ||||||||
| Phantom Stock (Deferred Compensation) | (7) | (7) | (7) | Common Stock | 0 | 0(8) | D | ||||||||
| Phantom Stock (Deferred Comp DSUs/PSUs) | (9) | (9) | (9) | Common Stock | 10,132.344 | 10,132.344 | D | ||||||||
| Explanation of Responses: |
| 1. Includes 15,209 shares held jointly by the reporting person and his spouse in joint brokerage accounts. |
| 2. 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. |
| 3. 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. |
| 4. 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. |
| 5. 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. |
| 6. 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. |
| 7. 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. |
| 8. Amount reflects an exempt transaction that occurred since the reporting person's prior Form 4. |
| 9. The units are to be settled in Vulcan common stock following the year of retirement of the reporting person. |
| /s/ Jerry F. Perkins Jr., Attorney-in-Fact | 08/25/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||