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^*

BATCHELOR ADAM B.

(Last)

(First)

(Middle)

6565 N. MACARTHUR BLVD.

SUITE 800

(Street)

IRVING

75039

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/01/2013

3. Issuer Name and Ticker or Trading Symbol
COMMERCIAL METALS CO [ CMC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP of Strategy and Planning

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	4,833	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 Shares	08/31/2014⁽¹⁾	08/31/2014	Common Stock	2,306	$0.0	D
Performance Shares	08/31/2015⁽²⁾	08/31/2015	Common Stock	3,679	$0.0	D
Stock Appreciation Rights	11/23/2013⁽³⁾	11/23/2018	Common Stock	3,459	$11.6	D

Explanation of Responses:

1. This award is a cash-settled award based on certain performance criteria. In addition, after determining the portion of the performance units that will vest, the Compensation Committee of the Company may reduce the number of vested performance units, in its discretion, if the Company ranks below the 40th percentile on a Total Stockholder Return basis as compared to its Peer Group with the Total Stockholder Return based on the average of the closing prices on the principal market for each trading day for the month of September 2011 versus the month of August 2014.

2. The PSU award will vest at 75% if certain goal criteria are met: (1) ROIC is positive for three-year performance period (9/1/2012-8/31/2015); and (2) the cumulative EBITDA target for each fiscal year in the performance period as submitted from Business Plan achieved against target. If a positive ROIC is not met, then regardless of EBITDA performance achieved, this portion (75%) will not vest. The remaining 25% will vest relative to TSR measured over three-year performance period for the Company against Performance Peer Group, the result will be used to determine vesting levels of this portion of the award.

3. Stock Appreciation Rights vest one-half at the end of the second year from date of grant and one-half at the end of the third year from date of grant. These will expire after seven year from date of grant. These SARs will be settled 100% in stock.

	By: Danna K Cary For: Adam B Batchelor	09/09/2013
	** 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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