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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 03/03/2020 |
3. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [ VMC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 7,393 | D | |
Common Stock (401k) | 3,699.46 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Phantom Stock (Deferred Comp) | (1) | (1) | Common Stock | 1,503.6 | (1) | D | |
Phantom Stock (Deferred Comp DSUs/PSUs) | (3) | (3) | Common Stock | 4,825.94 | (2) | D | |
Performance Share Units | 12/31/2020 | (4) | Common Stock | 1,900 | (4) | D | |
Performance Share Units | 12/31/2021 | (5) | Common Stock | 2,500 | (5) | D | |
Performance Share Units | 12/31/2022 | (6) | Common Stock | 3,100 | (6) | D | |
Restricted Stock Units | 02/19/2022 | (8) | Common Stock | 800 | (7) | D | |
Restricted Stock Units | 02/21/2023 | (8) | Common Stock | 1,000 | (7) | D | |
Stock Appreciation Right | 02/07/2014(9) | 02/07/2023 | Common Stock | 1,080 | $55.41 | D | |
Stock Appreciation Right | 02/13/2015(9) | 02/13/2024 | Common Stock | 3,600 | $66 | D | |
Stock Appreciation Right | 02/12/2016(9) | 02/12/2025 | Common Stock | 3,300 | $79.41 | D | |
Stock Appreciation Right | 02/12/2017(9) | 02/12/2026 | Common Stock | 2,800 | $92.02 | D | |
Stock Appreciation Right | 02/10/2018(10) | 02/10/2027 | Common Stock | 1,900 | $122.6 | D | |
Stock Appreciation Right | 02/23/2019(10) | 02/23/2028 | Common Stock | 1,900 | $121.69 | D | |
Stock Appreciation Right | 02/19/2020(10) | 02/19/2029 | Common Stock | 2,500 | $113.16 | D | |
Stock Appreciation Right | 02/21/2021(10) | 02/21/2030 | Common Stock | 3,400 | $133.95 | D |
Explanation of Responses: |
1. Each share of phantom stock is the economic equivalent of one share of Vulcan common stock. Shares of phantom stock are payable in cash following the reporting person's termination of employment with Vulcan and may be transferred into an alternative investment account at any time. |
2. Convertible on a 1-for-1 basis. |
3. In accordance with the terms of Vulcan's Deferred Compensation Plan and instructions previously provided by the reporting person pursuant thereto, each share of phantom stock will settle for a share of Vulcan common stock the year following the year of retirement of the reporting person. |
4. Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2018 and ends on December 31, 2020. 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. |
5. 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. |
6. 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. |
7. Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. |
8. 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. |
9. Stock Appreciation Right vests in four (4) equal annual installments beginning on this date. |
10. Stock Appreciation Right vests in three (3) equal annual installments beginning on this date. |
Remarks: |
/s/ Elizabeth H. Townsend, Attorney-In-Fact | 03/13/2020 | |
** 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 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). | ||
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 Number. |