| 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) 09/03/2008 | ||||||||||||||||||||||||||
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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 | 09/03/2008 | M | 5,000 | A | $45.17 | 32,706 | D | |||
| Common Stock | 09/03/2008 | S | 5,000 | D | (1) | 27,706 | D | |||
| Common Stock | 900 | I | By Custodian For Kathryn L. Wason | |||||||
| Common Stock | 900 | I | By Custodian For Laura E. Wason | |||||||
| Common Stock | 900 | I | By Custodian For Robert A. Wason V | |||||||
| Common Stock | 3,339 | I | By Spouse | |||||||
| Common Stock (401k) | 9,134(2) | D | ||||||||
| Common Stock (Restricted Stock Units) | 8,740(2) | 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 Options (Right to Buy) | $45.17 | 09/03/2008 | M | 5,000 | 02/11/2000(3) | 02/11/2009 | Common Stock | 5,000 | $45.17 | 6,750 | D | ||||
| Performance Share Units | $0.00(4) | 12/31/2009(4) | (4) | Common Stock | 1,470 | 1,470 | D | ||||||||
| Performance Share Units | $0.00(4) | 12/31/2010(4) | (4) | Common Stock | 1,990 | 1,990 | D | ||||||||
| Phantom Stock (Deferred Comp DSUs/PSUs)(5) | $0.00 | (6) | (6) | Common Stock | 1,995 | 1,995 | D | ||||||||
| Stock Appreciation Right | $109.2 | 02/08/2008 | 02/08/2017 | Common Stock | 11,380 | 11,380 | D | ||||||||
| Stock Appreciation Right | $70.69 | 02/07/2009 | 02/07/2018 | Common Stock | 7,760 | 7,760 | D | ||||||||
| Stock Options (Right to Buy) | $42.34 | 02/10/2001(3) | 02/10/2010 | Common Stock | 25,000 | 25,000 | D | ||||||||
| Stock Options (Right to Buy) | $44.9 | 02/09/2002(3) | 02/09/2011 | Common Stock | 16,000 | 16,000 | D | ||||||||
| Stock Options (Right to Buy) | $45.95 | 02/07/2003(3) | 02/07/2012 | Common Stock | 16,000 | 16,000 | D | ||||||||
| Stock Options (Right to Buy) | $31.47 | 01/01/2004(7) | 02/13/2013 | Common Stock | 11,000 | 11,000 | D | ||||||||
| Stock Options (Right to Buy) | $46.76 | 01/01/2005(7) | 02/12/2014 | Common Stock | 10,000 | 10,000 | D | ||||||||
| Stock Options (Right to Buy) | $57.1 | 12/31/2005(7) | 02/10/2015 | Common Stock | 11,000 | 11,000 | D | ||||||||
| Stock Options (Right to Buy) | $68.63 | 12/08/2005(8) | 12/08/2015 | Common Stock | 22,000 | 22,000 | D | ||||||||
| Explanation of Responses: |
| 1. Shares were sold on September 3, 2008 at prices ranging from $78.73 to $79.82 per share. Full information regarding the number of shares sold at each separate price will be provided upon request. |
| 2. Shares now being reported separately from Common Stock. Shares of various types were previously grouped together under the security titled Common Stock. |
| 3. The option vests over five years in 20% increments each year on the anniversary of the grant date. |
| 4. Performance Share Units vest at December 31 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. 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. Represents time-based restricted stock units ('RSUs') reported as shares of common stock. The reporting person has elected, upon the vesting thereof, to defer the receipt of these shares under the terms of the Company's Executive Deferred Compensation Plan. |
| 6. The units are to be settled in Vulcan common stock the year following the year of retirement of the reporting person. |
| 7. The option vests over five years in 20% increments each year on December 31 following the grant date. |
| 8. The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 1, 2009. |
| Remarks: |
| By: Amy M. Tucker, Attorney-in-Fact | 09/04/2008 | |
| ** 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. | ||