Sec Form 4 Filing - Bass Stanley G @ Vulcan Materials CO - 2021-08-31

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 Bass Stanley G 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) Chief Strategy Officer (Last) (First) (Middle) 1200 URBAN CENTER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2021 (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 08/31/2021 S 21,339 D $ 185.49 ( 1 ) 12,183.2446 D Common Stock 08/31/2021 S 600 D $ 186.01 ( 2 ) 11,583.2446 D Common Stock 08/31/2021 S 11,582 D $ 185.55 ( 3 ) 1.2446 D Common Stock 09/01/2021 M 6,200 A $ 79.41 6,201.2446 D Common Stock 09/01/2021 F( 4 ) 1,976 D $ 185.93 4,225.2446 D Common Stock 09/01/2021 M 9,300 A $ 92.02 13,525.2446 D Common Stock 09/01/2021 F( 4 ) 2,614 D $ 185.93 10,911.2446 D Common Stock 09/01/2021 M 6,900 A $ 122.6 17,811.2446 D Common Stock 09/01/2021 F( 4 ) 1,307 D $ 185.93 16,504.2446 D Common Stock 09/01/2021 M 6,600 A $ 121.69 23,104.2446 D Common Stock 09/01/2021 F( 4 ) 1,269 D $ 185.93 21,835.2446 D Common Stock (401k) 17,057.0978 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 Stock Appreciation Right $ 79.41 09/01/2021 M 6,200 02/12/2016( 5 ) 02/12/2025 Common Stock 6,200 $ 0 0 D Stock Appreciation Right $ 92.02 09/01/2021 M 9,300 02/12/2017( 5 ) 02/12/2026 Common Stock 9,300 $ 0 0 D Stock Appreciation Right $ 122.6 09/01/2021 M 6,900 02/10/2018( 6 ) 02/10/2027 Common Stock 6,900 $ 0 0 D Stock Appreciation Right $ 121.69 09/01/2021 M 6,600 02/23/2019( 6 ) 02/23/2028 Common Stock 6,600 $ 0 0 D Deferred Comp DSUs/PSUs ( 7 ) ( 8 ) ( 8 ) Common Stock 38,924.8715 38,924.8715 D Performance Share Units ( 9 ) 12/31/2021( 9 ) ( 9 ) Common Stock 6,000 6,000 D Performance Share Units ( 10 ) 12/31/2022( 10 ) ( 10 ) Common Stock 5,800 5,800 D Performance Share Units ( 11 ) 12/31/2023( 11 ) ( 11 ) Common Stock 5,300 5,300 D Restricted Stock Units ( 12 ) 02/19/2022( 13 ) ( 13 ) Common Stock 2,000 2,000 D Restricted Stock Units ( 12 ) 02/21/2023( 13 ) ( 13 ) Common Stock 1,900 1,900 D Restricted Stock Units ( 12 ) 02/19/2024( 13 ) ( 13 ) Common Stock 1,800 1,800 D Stock Appreciation Right $ 113.16 02/19/2020( 14 ) 02/19/2029 Common Stock 5,900 5,900 D Stock Appreciation Right $ 133.95 02/21/2021( 14 ) 02/21/2030 Common Stock 6,400 6,400 D Stock Appreciation Right $ 164.38 02/19/2022( 14 ) 02/19/2031 Common Stock 5,500 5,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bass Stanley G 1200 URBAN CENTER DRIVE BIRMINGHAM, AL35242 Chief Strategy Officer Signatures /s/ Elizabeth H. Townsend, Attorney-In-Fact 09/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.00 to $185.98, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 10 )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. ( 11 )Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2021 and ends on December 31, 2023. 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. ( 12 )Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. ( 13 )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. ( 14 )Stock Appreciation Right vests in three (3) equal annual installments beginning on this date. ( 2 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.00 to $186.04, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 3 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.24 to $185.89, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. ( 4 )Represents shares sold (for tax-withholding purposes and to cover the cost of the options) pursuant to the exercise of Stock-Only Stock Appreciation Rights previously granted. ( 5 )Stock Appreciation Right vested in four (4) equal annual installments beginning on this date. ( 6 )Stock Appreciation Right vested in three (3) equal annual installments beginning on this date. ( 7 )Convertible on a 1-for-1 basis. ( 8 )Each share will settle for a share of Vulcan Common Stock in accordance with the terms of Vulcan's Deferred Compensation Plan and instructions previously provided by the reporting person pursuant thereto. ( 9 )Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2019 and ends on December 31, 2021. 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.

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