Sec Form 4 Filing - Hill J Thomas @ Vulcan Materials CO - 2020-02-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Hill J Thomas
2. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [ VMC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President & CEO
(Last) (First) (Middle)
1200 URBAN CENTER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
02/21/2020
(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
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 ) 02/21/2020 A 24,700 12/31/2022( 1 ) ( 1 ) Common Stock 24,700 $ 0 24,700 D
Restricted Stock Units ( 2 ) 02/21/2020 A 8,200 02/21/2023( 3 ) ( 3 ) Common Stock 8,200 $ 0 8,200 D
Stock Appreciation Right $ 133.95 02/21/2020 A 27,000 02/21/2021( 4 ) 02/21/2030 Common Stock 27,000 $ 0 27,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hill J Thomas
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL35242
X Chairman, President & CEO
Signatures
/s/ Elizabeth H. Townsend, Attorney-In-Fact 02/25/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2020 and ends on December 31, 2022. At the end of the Performance Period, the Compensation Committee determines the payment amount based on (1) Company performance relative to the S&P 500 Index, of which the Company is a member, and (2) the Company's annual average growth rate of Cash Gross Profit per ton versus a pre-determined target. The payment is made 100% in stock on a payment date determined by the Compensation Committee.
( 2 )Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.
( 3 )Restricted Stock Units cliff vest on the specified date and are settled in shares of Vulcan Common Stock within 75 days after the applicable vesting date.
( 4 )Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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