Sec Form 3 Filing - Wessel Alan D @ Vulcan Materials CO - 2012-12-13

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Wessel Alan D 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) Sr VP - West Region (Last) (First) (Middle) 1200 URBAN CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/13/2012 (Street) BIRMINGHAM, AL35242 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 2,990 D Common Stock (401k) 8,011.38 D Common Stock (Restricted Stock Units) 123 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Performance Share Units ( 1 ) 12/31/2012 ( 1 ) Common Stock 3,080 D Performance Share Units ( 2 ) 12/31/2014 ( 2 ) Common Stock 5,700 D Performance Share Units ( 3 ) 12/31/2015 ( 3 ) Common Stock 10,200 D Stock Appreciation Right $ 43.05 02/11/2011 02/11/2020 Common Stock 11,900 D Stock Appreciation Right $ 43.63 03/01/2012 03/01/2021 Common Stock 5,600 D Stock Appreciation Right $ 47.47 02/12/2010 02/12/2019 Common Stock 23,720 D Stock Appreciation Right $ 70.69 02/07/2009 02/07/2018 Common Stock 7,360 D Stock Appreciation Right $ 109.2 02/08/2008 02/08/2017 Common Stock 10,570 D Stock Options (Right to Buy) $ 31.465 01/01/2004 02/13/2013 Common Stock 1,000 D Stock Options (Right to Buy) $ 46.76 01/01/2005 02/12/2014 Common Stock 3,200 D Stock Options (Right to Buy) $ 57.095 12/31/2005 02/10/2015 Common Stock 3,900 D Stock Options (Right to Buy) $ 68.63 12/08/2005 12/08/2015 Common Stock 7,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wessel Alan D 1200 URBAN CENTER DRIVE BIRMINGHAM, AL35242 Sr VP - West Region Signatures Amy M. Tucker, Attorney-in-Fact 12/18/2012 Signature of Reporting Person Date

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.

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).

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