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*
Hill J Thomas

(Last) (First) (Middle)
1200 URBAN CENTER DRIVE

(Street)
BIRMINGHAM AL 35242

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
08/30/2021
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)
Code V Amount (A) or (D) Price
Common Stock 08/30/2021 S 51,733 D $186.25(1) 70,464.665 D
Common Stock 08/30/2021 S 17,825 D $187.14(2) 52,639.665 D
Common Stock 08/31/2021 S 20,809 D $186.04(3) 31,830.665 D
Common Stock 08/31/2021 S 2,300 D $186.81(4) 29,530.665 D
Common Stock (401k) 28,600.63 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Comp DSUs/PSUs (5) (6) (6) Common Stock 47,387.529 47,387.529 D
Phantom Stock (Deferred Compensation) (5) (6) (6) Common Stock 2,761.287 2,761.287 D
Performance Share Units (7) 12/31/2021(7) (7) Common Stock 27,000 27,000 D
Performance Share Units (8) 12/31/2022(8) (8) Common Stock 24,700 24,700 D
Performance Share Units (9) 12/31/2023(9) (9) Common Stock 23,700 23,700 D
Restricted Stock Units (10) 02/19/2022(11) (11) Common Stock 9,000 9,000 D
Restricted Stock Units (10) 02/21/2023(11) (11) Common Stock 8,200 8,200 D
Restricted Stock Units (10) 02/19/2024(11) (11) Common Stock 7,900 7,900 D
Stock Appreciation Right $55.41 02/07/2014(12) 02/07/2023 Common Stock 7,000 7,000 D
Stock Appreciation Right $66 02/13/2015(12) 02/13/2024 Common Stock 12,500 12,500 D
Stock Appreciation Right $79.41 02/12/2016(12) 02/12/2025 Common Stock 30,800 30,800 D
Stock Appreciation Right $92.02 02/12/2017(12) 02/12/2026 Common Stock 32,100 32,100 D
Stock Appreciation Right $122.6 02/10/2018(13) 02/10/2027 Common Stock 23,900 23,900 D
Stock Appreciation Right $121.69 02/23/2019(13) 02/23/2028 Common Stock 27,200 27,200 D
Stock Appreciation Right $113.16 02/19/2020(14) 02/19/2029 Common Stock 26,100 26,100 D
Stock Appreciation Right $133.95 02/21/2021(14) 02/21/2030 Common Stock 27,000 27,000 D
Stock Appreciation Right $164.38 02/19/2022(14) 02/19/2031 Common Stock 24,800 24,800 D
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 $186.01 to $187.00, 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.
2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $187.01 to $187.39, 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 $185.55 to $186.54, 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. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.55 to $187.36, 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.
5. Convertible on a 1-for-1 basis.
6. In accordance with the terms of Vulcan's Deferred Compensation Plan and instructions previously provided by the reporting person pursuant thereto, each share will settle for a share of Vulcan Common Stock following the retirement of the reporting person.
7. 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.
8. 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.
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, 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.
10. Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock.
11. 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.
12. Stock Appreciation Right vested in four (4) equal annual installments beginning on this date.
13. Stock Appreciation Right vested in three (3) equal annual installments beginning on this date.
14. Stock Appreciation Right vests in three (3) equal annual installments beginning on this date.
Remarks:
/s/ Elizabeth H. Townsend, Attorney-In-Fact 09/01/2021
** 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).
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