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^*

LARSON WILLIAM B

(Last)

(First)

(Middle)

10311 COUNTRY CLUB DR.

(Street)

DALLAS

75218

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COMMERCIAL METALS CO [ CMC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2011

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	12/30/2011		D		7,935	D	$13.83	292,957.797	D
Common Stock	12/30/2011		D		7,016	D	$13.83	285,941.797	D
Common Stock	12/30/2011		D		1,823	D	$13.83	284,118.797	D
Common Stock	12/30/2011		D		7,290	D	$13.83	276,828.797	D
Common Stock	12/30/2011		M		30,000	A	$13.83	306,828.797	D
Common Stock	12/30/2011		M		40,000	A	$13.83	346,828.797	D
Common Stock	12/30/2011		M		5,000	A	$13.83	351,828.797	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)
Performance Shares	⁽¹⁾	12/30/2011		M			30,000	12/30/2011	06/03/2013	Common Stock	30,000	$13.83	0	D
Restricted Stock Units	$0	12/30/2011		M			5,000	12/30/2011	01/18/2014	Common Stock	5,000	$0	10,780⁽²⁾	D
Restricted Stock Units	⁽³⁾	12/30/2011		M			40,000	12/30/2011	06/03/2014	Common Stock	40,000	$13.83	0	D

Explanation of Responses:

1. Each performance share is a restricted stock unit representing a contingent right to receive one share of CMC common stock. The Units vest as follows: (i) 50% if the Company ranks at or greater than the 50th percentile but less than the 60th percentile on a Total Stockholder Return basis as compared to its Peer Group; and 100% if the Company ranks at or greater than the 60th percentile on a Total Stockholder Return basis as compared to its Peer Group. Vesting will be calculated on a straight line interpolation basis for a rank on a Total Stockholder Return basis as compared to its Peer Group between the 50th percentile (at a vesting percentage of 50%) and 60th percentile (with a vesting percentage of 100%). For the measurement periods mentioned above, the Total Stockholder Return will be based on the average of the closing prices on the principal market for each trading day for the month of June 2010 compared to the month of June 2013.

2. This award was accelerated at retirement and prorated as of the exit date. These shares were forfeited.

3. Award of restricted stock units under the 2006 Long-Term Equity Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of CMC common stock.

	By: Rebecca N. Heffington For: WILLIAM B. LARSON	01/03/2012
	** 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 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).
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