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Form 4 Vulcan Materials CO For: Dec 20 Filed by: McPherson John R

December 21, 2017 5:53 PM EST
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 *
McPherson John R

(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)
Exec VP & CF & Strategy
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2017
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 12/20/2017   M   20,000 (1) A (2) 49,659 D  
Common Stock 12/20/2017   F   9,390 (3) D $ 118.98 40,269 D  
Common Stock (401k)               8,037.17 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
Retention Grant (2) 12/20/2017   M     20,000   (1)   (1) Common Stock 20,000 $ 0 0 D  
Explanation of Responses:
1. Represents vesting of previously reported retention stock units granted on December 20, 2013.
2. Each retention stock unit represents a right to receive one share of Vulcan Materials Company common stock.
3. Represents tax withholding on vesting of previously reported retention stock units.
C. Samuel Todd, Attorney-in-Fact 12/21/2017
** 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).
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.
POWER OF ATTORNEY

STATE OF TEXAS

COUNTY OF DALLAS

      The undersigned director, officer and/or
shareholder of Vulcan Materials Company, a New
Jersey corporation, hereby nominates, constitutes
and appoints Michael R. Mills, Jerry F. Perkins
Jr., and C. Samuel Todd, or any of them, the true
and lawful attorneys of the undersigned to
prepare, based on information provided by the
undersigned, and sign the name of the undersigned
to (1) any Form 3 required to be filed with the
Securities and Exchange Commission (the "SEC")
under the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), for and on behalf
of the undersigned and any and all amendments to
said report; (2) any Form 4 required to be filed
with the SEC under the Exchange Act, for and on
behalf of the undersigned and any and all
amendments to said reports; and (3) any Form 5
to be filed with the SEC under the Exchange Act,
for and on behalf of the undersigned and any and
all amendments to said reports.

      The undersigned hereby grants to said
attorneys full power of substitution,
resubstitution and revocation, all as fully as
the undersigned could do if personally present,
hereby ratifying all that said attorneys or their
substitutes may lawfully do by virtue hereof.

      This Power of Attorney shall be effective
for so long as the undersigned remains subject to
the provisions of Section 16 of the Exchange Act,
unless earlier revoked by the undersigned in a
signed writing delivered to the foregoing
attorneys.

      IN WITNESS WHEREOF, the undersigned has
executed this Power of Attorney this 1st day of
November, 2017.


/s/ John R. McPherson

John R. McPherson



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