SEC Form 4
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*
Sansone Daniel F
(Last) (First) (Middle)
1200 URBAN CENTER DRIVE
(Street)
BIRMINGHAM AL 35242
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [ VMC ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP & CFO
3. Date of Earliest Transaction (Month/Day/Year)
08/28/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 08/28/2008 M 9,000 A $45.17 21,884 D
Common Stock 08/28/2008 S 9,000 D $76 12,884 D
Common Stock 13,000(1) I By GRAT
Common Stock (401k) 18,435(2) D
Common Stock (Restricted Stock Units) 9,836(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 08/28/2008 M 9,000 02/11/2000(3) 02/11/2009 Common Stock 9,000 $45.17 8,775 D
Performance Share Units $0.00(4) 12/31/2009(4) (4) Common Stock 2,940 2,940 D
Performance Share Units $0.00(4) 12/31/2010(4) (4) Common Stock 4,000 4,000 D
Phantom Stock (Deferred Comp DSUs/PSUs)(5) $0.00 (6) (6) Common Stock 13,328 13,328 D
Stock Appreciation Right $109.2 02/08/2008 02/08/2017 Common Stock 22,040 22,040 D
Stock Appreciation Right $70.69 02/07/2009 02/07/2018 Common Stock 15,590 15,590 D
Stock Options (Right to Buy) $42.34 02/10/2001(3) 02/10/2010 Common Stock 29,000 29,000 D
Stock Options (Right to Buy) $44.9 02/09/2002(3) 02/09/2011 Common Stock 19,000 19,000 D
Stock Options (Right to Buy) $45.95 02/07/2003(3) 02/07/2012 Common Stock 19,000 19,000 D
Stock Options (Right to Buy) $31.47 01/01/2004(7) 02/13/2013 Common Stock 15,000 15,000 D
Stock Options (Right to Buy) $46.76 01/01/2005(7) 02/12/2014 Common Stock 12,000 12,000 D
Stock Options (Right to Buy) $57.1 01/01/2006(7) 02/10/2015 Common Stock 14,000 14,000 D
Stock Options (Right to Buy) $54.84 01/01/2006(7) 05/13/2015 Common Stock 12,000 12,000 D
Stock Options (Right to Buy) $68.63 12/08/2005(8) 12/08/2015 Common Stock 51,000 51,000 D
Explanation of Responses:
1. Held by the Daniel F. Sansone 2008 Grantor Retained Annuity Trust of which Mr. Sansone is the beneficiary.
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 09/02/2008
** 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).
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