Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
  Thorpe S Martin
2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2017
3. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [VMC]
(Last)
(First)
(Middle)
C/O VULCAN MATERIALS COMPANY, 1200 URBAN CENTER DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President, Mideast Division
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BIRMINGHAM, AL 35242
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 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 1,903
D
 
Common Stock (401(k)) 1,531.1
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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 control number.

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 of Derivative Security: 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
Performance Share Units 02/09/2017   (1) Common Stock 570 $ (1) D  
Performance Share Units 12/31/2017   (2) Common Stock 540 $ (2) D  
Performance Share Units 12/31/2018   (3) Common Stock 890 $ (3) D  
Performance Share Units 12/31/2019   (4) Common Stock 460 $ (4) D  
Stock Appreciation Right 02/11/2011(5) 02/11/2020 Common Stock 1,470 $ 43.05 D  
Stock Appreciation Right 03/01/2012(5) 03/01/2021 Common Stock 710 $ 43.63 D  
Stock Appreciation Right 02/07/2014(5) 02/07/2023 Common Stock 570 $ 55.41 D  
Stock Appreciation Right 02/13/2015(5) 02/13/2024 Common Stock 540 $ 66 D  
Stock Appreciation Right 02/12/2016(5) 02/12/2025 Common Stock 890 $ 79.41 D  
Restricted Stock Unit (6) 02/12/2020 02/12/2026 Common Stock 460 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Thorpe S Martin
C/O VULCAN MATERIALS COMPANY
1200 URBAN CENTER DRIVE
BIRMINGHAM, AL 35242
      President, Mideast Division  

Signatures

/s/ C. Samuel Todd, Attorney-in-Fact 01/10/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Performance Share Units vest on December 31 at the end of the Performance Period. The Performance Period for this award began on January 1, 2013 and ended on December 31, 2016. At the end of the Performance Period, the Compensation Committee determines the 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, which is currently expected to be February 9, 2017. 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 began on January 1, 2014 and ends on December 31, 2017. At the end of the Performance Period, the Compensation Committee determines the 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 began on January 1, 2015 and ends on December 31, 2018. At the end of the Performance Period, the Compensation Committee determines the 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 began on January 1, 2016 and ends on December 31, 2019. At the end of the Performance Period, the Compensation Committee determines the 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) The Stock Appreciation Right vests in four equal annual installments beginning on this date.
(6) Each Restricted Stock Unit represents a contingent right to receive one share of Vulcan common stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.