Statement of Changes in Beneficial Ownership (4)
February 23 2021 - 5:02PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Franklin Denson N. III |
2. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO
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VMC
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Gen. Counsel & Secretary |
(Last)
(First)
(Middle)
1200 URBAN CENTER DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2021 |
(Street)
BIRMINGHAM, AL 35242
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Performance Share Units | (1) | 2/19/2021 | | A | | 3100.00 | | 12/31/2023 (1) | (1) | Common Stock | 3100.00 | $0.00 | 3100.00 | D | |
Restricted Stock Units | (2) | 2/19/2021 | | A | | 1000.00 | | 2/19/2024 (3) | (3) | Common Stock | 1000.00 | $0.00 | 1000.00 | D | |
Stock Appreciation Right | $164.38 | 2/19/2021 | | A | | 3200.00 | | 2/19/2022 (4) | 2/19/2031 | Common Stock | 3200.00 | $0.00 | 3200.00 | D | |
Explanation of Responses: |
(1) | 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. |
(2) | Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan Common Stock. |
(3) | 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. |
(4) | Stock Appreciation Right vests in three (3) equal annual installments beginning on this date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Franklin Denson N. III 1200 URBAN CENTER DRIVE BIRMINGHAM, AL 35242 |
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| SVP, Gen. Counsel & Secretary |
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Signatures
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/s/ Elizabeth H. Townsend, Attorney-In-Fact | | 2/23/2021 |
**Signature of Reporting Person | Date |
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