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*
Hill J Thomas

(Last) (First) (Middle)
1200 URBAN CENTER DRIVE

(Street)
BIRMINGHAM AL 35242

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2012
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)
Sr VP - South Region
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 4,675.665 D
Common Stock (401k) 13,425.47 D
Common Stock (Restricted Stock Units) 2,256 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units 12/31/2012 (1) Common Stock 2,410 (1) D
Performance Share Units 12/31/2014 (2) Common Stock 5,700 (2) D
Performance Share Units 12/31/2015 (3) Common Stock 10,200 (3) D
Phantom Stock (Deferred Comp DSUs/PSUs) (4) (4) Common Stock 6,577.51 (4) D
Phantom Stock (Deferred Compensation) (5) (5) Common Stock 4,936.88 (6) D
Stock Appreciation Right 02/11/2011 02/11/2020 Common Stock 9,300 $43.05 D
Stock Appreciation Right 03/01/2012 03/01/2021 Common Stock 5,600 $43.63 D
Stock Appreciation Right 02/12/2010 02/12/2019 Common Stock 18,570 $47.47 D
Stock Appreciation Right 02/07/2009 02/07/2018 Common Stock 5,760 $70.69 D
Stock Appreciation Right 02/08/2008 02/08/2017 Common Stock 8,910 $109.2 D
Stock Options (Right to Buy) 01/01/2005 02/12/2014 Common Stock 10,000 $46.76 D
Stock Options (Right to Buy) 12/31/2005 02/10/2015 Common Stock 11,000 $57.095 D
Stock Options (Right to Buy) 12/08/2005 12/08/2015 Common Stock 22,000 $68.63 D
Explanation of Responses:
1. 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.
2. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2011 and ends on December 31, 2014. 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.
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, 2012 and ends on December 31, 2015. 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. 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.
5. The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.
6. Convertible on a 1-for-1 basis.
Amy M. Tucker, Attorney-in-Fact 12/18/2012
** 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.
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.