FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * KHAN EJAZ A   2. Issuer Name and Ticker or Trading Symbol Vulcan Materials CO [VMC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) VP, Controller & CIO (Last) (First) (Middle) 1200 URBAN CENTER DRIVE 3. Date of Earliest Transaction (Month/Day/Year) 08/23/2016 (Street) BIRMINGHAM, AL 35242 4. If Amendment, Date 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 (City) (State) (Zip) 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 08/23/2016   M   8,570 A $ 109.2 31,128 (1) D   Common Stock 08/23/2016   F(2)   8,200 D $ 118.91 22,928 D   Common Stock (401(k))               19,874.6622 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities (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

Stock Appreciation Right

$ 109.2

08/23/2016

M

8,570

02/08/2008

02/18/2017

Common Stock

8,570

$ 109.2

0

D

Performance Share Units

(3)

12/31/2016

(3)

Common Stock

3,800

3,800

D

Performance Share Units

(4)

12/31/2017

(4)

Common Stock

6,000

6,000

D

Performance Share Units

(5)

12/31/2018

(5)

Common Stock

3,200

3,200

D

Performance Share Units

(6)

12/31/2019

(6)

Common Stock

2,700

2,700

D

Stock Appreciation Right

$ 43.05

02/11/2011

02/11/2020

Common Stock

9,100

9,100

D

Stock Appreciation Right

$ 43.63

03/01/2012

03/01/2021

Common Stock

3,900

3,900

D

Stock Appreciation Right

$ 47.47

02/12/2010

02/12/2019

Common Stock

18,250

18,250

D

Stock Appreciation Right

$ 55.41

02/07/2014

02/07/2023

Common Stock

3,800

3,800

D

Stock Appreciation Right

$ 66

02/13/2015

02/13/2024

Common Stock

6,000

6,000

D

Stock Appreciation Right

$ 70.69

02/07/2009

02/07/2018

Common Stock

5,650

5,650

D

Stock Appreciation Right

$ 79.41

02/12/2016

02/12/2025

Common Stock

3,200

3,200

D

Stock Appreciation Right

$ 92.02

02/12/2017

02/12/2026

Common Stock

2,700

2,700

D

Phantom Stock (Deferred Compensation)

(7)

(7)

(7)

Common Stock

0

0 (8)

D

Phantom Stock (Deferred Comp DSUs/PSUs)

(9)

(9)

(9)

Common Stock

10,132.344

10,132.344

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KHAN EJAZ A 1200 URBAN CENTER DRIVE BIRMINGHAM, AL 35242			VP, Controller & CIO

Signatures

/s/ Jerry F. Perkins Jr., Attorney-in-Fact		08/25/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Includes 15,209 shares held jointly by the reporting person and his spouse in joint brokerage accounts.
(2)	Represents shares sold (for tax-withholding purposes and to cover the cost of the options) pursuant to the exercise of Stock-Only Stock Appreciation Rights previously granted.
(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, 2013 and ends on December 31, 2016. 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)	Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award begins on January 1, 2014 and ends on December 31, 2017. 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.
(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, 2015 and ends on December 31, 2018. 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.
(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, 2016 and ends on December 31, 2019. 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.
(7)	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.
(8)	Amount reflects an exempt transaction that occurred since the reporting person's prior Form 4.
(9)	The units are to be settled in Vulcan common stock following the year of retirement of the reporting person.

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