Statement of Changes in Beneficial Ownership (4)
February 23 2022 - 4:54PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Perkins Jerry F Jr |
2. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO
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VMC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Senior Vice President |
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(Last)
(First)
(Middle)
1200 URBAN CENTER DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2022 |
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(Street)
BIRMINGHAM, AL 35242
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/22/2022 | | M | | 700.00 | A | (1) | 8512.00 | D | |
| Common Stock | 2/22/2022 | | F(2) | | 311.00 | D | $185.31 | 8201.00 | D | |
| Common Stock (401k) | | | | | | | | 4935.549 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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 | (3) | 2/18/2022 | | A | | 2700.00 | | 12/31/2024 (3) | (3) | Common Stock | 2700.00 | $0.00 | 2700.00 | D | |
| Restricted Stock Units | (1) | 2/18/2022 | | A | | 900.00 | | 2/18/2025 (4) | (4) | Common Stock | 900.00 | $0.00 | 900.00 | D | |
| Stock Appreciation Right | $185.31 | 2/18/2022 | | A | | 2700.00 | | 2/18/2023 (5) | 2/18/2032 | Common Stock | 2700.00 | $0.00 | 2700.00 | D | |
| Restricted Stock Units | (1) | 2/22/2022 | | M | | | 700.00 | 2/19/2022 (4) | (4) | Common Stock | 700.00 | $0.00 | 0.00 | D | |
| Explanation of Responses: |
| (1) | Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. |
| (2) | Represents shares sold by the Company for tax withholding. |
| (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, 2022 and ends on December 31, 2024. 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. |
| (4) | 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. |
| (5) | Stock Appreciation Right vests in three (3) equal annual installments beginning on this date. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Perkins Jerry F Jr
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242 |
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| Senior Vice President |
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Signatures
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| /s/ Denson N. Franklin III, Attorney-In-Fact | | 2/23/2022 |
| **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 control number. |
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