X0306 4 2017-02-23 0000916076 MARTIN MARIETTA MATERIALS INC MLM 0001355849 McCunniff Donald A. 2710 WYCLIFF ROAD RALEIGH NC 27607 1 SVP - Human Resources Common Stock 2017-02-23 4 A 0 485 166.94 A 15133 D Common Stock 2017-02-23 4 A 0 1170 0 A 16303 D Common Stock 2017-02-23 4 F 0 386 218.94 D 15917 D Represents the settlement of performance share units into common stock that were granted under the Martin Marietta Amended and Restated Stock Based Award Plan on August 21, 2014. The ultimate amount of shares to be received under the grant depended on the achievement of performance goals during a three-year performance period from January 1, 2014 through December 31, 2016. On February 23, 2017, Martin Marietta's Management Development and Compensation Committee certified the attainment of the applicable performance goals and approved the settlement of the PSU grant. The shares underlying the PSUs vested on December 31, 2016. /s/ Roselyn R. Bar, attorney-in-fact 2017-02-24