SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Hill J Thomas

(Last)

(First)

(Middle)

1200 URBAN CENTER DRIVE

(Street)

BIRMINGHAM

35242

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/13/2012

3. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [ VMC ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr VP - South Region

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4,675.665	D
Common Stock (401k)	13,425.47	D
Common Stock (Restricted Stock Units)	2,256	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Performance Share Units	12/31/2012	⁽¹⁾	Common Stock	2,410	⁽¹⁾	D
Performance Share Units	12/31/2014	⁽²⁾	Common Stock	5,700	⁽²⁾	D
Performance Share Units	12/31/2015	⁽³⁾	Common Stock	10,200	⁽³⁾	D
Phantom Stock (Deferred Comp DSUs/PSUs)	⁽⁴⁾	⁽⁴⁾	Common Stock	6,577.51	⁽⁴⁾	D
Phantom Stock (Deferred Compensation)	⁽⁵⁾	⁽⁵⁾	Common Stock	4,936.88	⁽⁶⁾	D
Stock Appreciation Right	02/11/2011	02/11/2020	Common Stock	9,300	$43.05	D
Stock Appreciation Right	03/01/2012	03/01/2021	Common Stock	5,600	$43.63	D
Stock Appreciation Right	02/12/2010	02/12/2019	Common Stock	18,570	$47.47	D
Stock Appreciation Right	02/07/2009	02/07/2018	Common Stock	5,760	$70.69	D
Stock Appreciation Right	02/08/2008	02/08/2017	Common Stock	8,910	$109.2	D
Stock Options (Right to Buy)	01/01/2005	02/12/2014	Common Stock	10,000	$46.76	D
Stock Options (Right to Buy)	12/31/2005	02/10/2015	Common Stock	11,000	$57.095	D
Stock Options (Right to Buy)	12/08/2005	12/08/2015	Common Stock	22,000	$68.63	D

Explanation of Responses:

1. Performance Share Units vest at December 31 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.

2. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2011 and ends on December 31, 2014. At the end of the Performance Period, the Compensation Committee determines the payment amount based on Company performance relative to the S&P 500 Index, of which the Company is a member. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.

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, 2012 and ends on December 31, 2015. At the end of the Performance Period, the Compensation Committee determines the payment amount based on Company performance relative to the S&P 500 Index, of which the Company is a member. The payment is made 100% in stock on a payment date determined by the Compensation Committee. The fair market value of the award is not determinable until the payment date.

4. Represents time-based restricted stock units ('RSUs') reported as shares of common stock. The reporting person has elected, upon the vesting thereof, to defer the receipt of these shares under the terms of the Company's Executive Deferred Compensation Plan.

5. The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.

6. Convertible on a 1-for-1 basis.

	Amy M. Tucker, Attorney-in-Fact	12/18/2012
	** 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 5 (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).
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