SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Perkins Jerry F Jr

(Last)

(First)

(Middle)

1200 URBAN CENTER DRIVE

(Street)

BIRMINGHAM

35242

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/12/2016

3. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [ VMC ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel and Secetary

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,092	D
Common Stock (401k)	5,857.15	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units	12/31/2016	⁽¹⁾	Common Stock	1,230	⁽¹⁾	D
Performance Share Units	12/31/2017	⁽²⁾	Common Stock	1,180	⁽²⁾	D
Performance Share Units	12/31/2018	⁽³⁾	Common Stock	1,010	⁽³⁾	D
Performance Share Units	12/31/2019	⁽⁴⁾	Common Stock	2,500	⁽⁴⁾	D
Stock Appreciation Right	02/07/2009⁽⁵⁾	02/07/2018	Common Stock	990	$70.69	D
Stock Appreciation Right	02/12/2010⁽⁵⁾	02/12/2019	Common Stock	2,370	$47.47	D
Stock Appreciation Right	02/11/2011⁽⁵⁾	02/11/2020	Common Stock	1,660	$43.05	D
Stock Appreciation Right	03/01/2012⁽⁵⁾	03/01/2021	Common Stock	710	$43.63	D
Stock Appreciation Right	02/07/2014⁽⁵⁾	02/07/2023	Common Stock	1,230	$55.41	D
Stock Appreciation Right	02/13/2015⁽⁵⁾	02/13/2024	Common Stock	1,170	$66	D
Stock Apprecation Right	02/12/2016⁽⁵⁾	02/12/2025	Common Stock	1,000	$79.41	D
Stock Appreciation Right	02/12/2017⁽⁵⁾	02/12/2026	Common Stock	2,500	$92.02	D

Explanation of Responses:

1. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award began on January 1, 2013 and ends on December 31, 2016. At the end of the Performance Period, the Compensation Committee determines the 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.

2. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award began on January 1, 2014 and ends on December 31, 2017. At the end of the Performance Period, the Compensation Committee determines the 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.

3. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award began on January 1, 2015 and ends on December 31, 2018. At the end of the Performance Period, the Compensation Committee determines the 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 began on January 1, 2016 and ends on December 31, 2019. At the end of the Performance Period, the Compensation Committee determines the 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. The Stock Appreciation Right vests in four equal annual installments beginning on this date.

Remarks:

	/s/ Amy M. Tucker, Attorney-in-Fact	02/22/2016
	** 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 5 (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.
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