SEC FORM 4

SEC Form 4

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^*

ZELNAK STEPHEN P JR

(Last)

(First)

(Middle)

2710 WYCLIFF ROAD

(Street)

RALEIGH

27607

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MARTIN MARIETTA MATERIALS INC [ MLM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/30/2015		P		15.37⁽¹⁾	A	$143.136	52,769.37	D
Common Stock	09/30/2015		P		14.713⁽¹⁾	A	$149.9456	52,878.083	D
Common Stock	12/31/2015		P		16.153⁽¹⁾	A	$136.9424	35,994.236	D
Common Stock	03/31/2016		P		13.451⁽¹⁾	A	$154.7825	36,117.687	D
Common Stock	03/31/2016		P		0.882⁽¹⁾	A	$154.7732	36,118.569	D
Common Stock	06/30/2016		P		11.953⁽¹⁾	A	$186.0813	16,761.522	D
Common Stock	09/30/2016		P		5.915⁽¹⁾	A	$182.6644	16,860.437	D
Common Stock	12/30/2016		P		4.783⁽¹⁾	A	$226.4144	16,942.22	D
Common Stock	03/31/2017		P		5.069⁽¹⁾	A	$214.0363	17,026.289	D
Common Stock	06/30/2017		P		4.894⁽¹⁾	A	$222.1251	17,544.183	D
Common Stock	09/29/2017		P		5.54⁽¹⁾	A	$205.9567	17,629.723	D
Common Stock	12/29/2017		P		5.244⁽¹⁾	A	$218.0473	17,715.967	D
Common Stock	03/29/2018		P		5.646⁽¹⁾	A	$202.9313	17,804.613	D
Common Stock	06/29/2018		P		5.161⁽¹⁾	A	$222.4821	18,494.774	D
Common Stock	09/28/2018		P		6.751⁽¹⁾	A	$185.9117	22,086.525	D
Common Stock	12/31/2018		P		7.454⁽¹⁾	A	$168.8127	22,182.979	D
Common Stock	03/29/2019		P		6.299⁽¹⁾	A	$200.335	22,279.278	D
Common Stock	06/28/2019		P		5.581⁽¹⁾	A	$226.6493	22,965.859	D
Common Stock	09/30/2019		P		5.354⁽¹⁾	A	$271.2869	23,038.213	D
Common Stock	12/31/2019		P		5.246⁽¹⁾	A	$277.4342	23,106.459	D
Common Stock	03/31/2020		P		8.228⁽¹⁾	A	$177.2363	23,189.687	D
Common Stock	06/05/2020		S		3,500	D	$226.8012	19,689.687	D
Common Stock	06/05/2020		S		13,384.687	D	$225.2282⁽²⁾	6,305	D
Common Stock	06/10/2020		S		1,350	D	$207.7352	4,955	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares acquired by the Reporting Person under an automatic dividend reinvestment program through his broker for quarterly cash dividends paid by the Issuer to stockholders in 2015, 2016, 2017, 2018, 2019 and 2020. These transactions should have been previously reported on Form 4 or Form 5, as applicable, and were inadvertently reported late by the Reporting Person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.2131 to $225.32, 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 ranges set forth in footnote (1) to this Form 4.

	/s/ Stephen P. Zelnak, Jr.	07/10/2020
	** 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.
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