Edgar Filing: Vulcan Materials CO

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

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â RICE DONALD B

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2007

3. Issuer Name and Ticker or Trading Symbol
Vulcan Materials CO [VMC]

(Last)

(First)

(Middle)

1200 URBAN CENTER DRIVE

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

BIRMINGHAM,Â ALÂ 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	31,178.538	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock (Deferred Compensation)	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	7,485.955	$ ⁽²⁾	D	Â
Phantom Stock (Deferred Stock Units)	Â ⁽³⁾	Â ⁽³⁾	Common Stock	1,031.56	$ ⁽²⁾	D	Â
Phantom Stock (Deferred Stock Units)	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	1,005.5	$ ⁽²⁾	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RICE DONALD B 1200 URBAN CENTER DRIVE BIRMINGHAM,Â ALÂ 35242	Â X	Â	Â	Â

Signatures

/s/ Jerry F. Perkins, Attorney-in-Fact		11/16/2007
^**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)	The units are to be settled in Vulcan common stock commencing at the retirement of the reporting person.
(2)	Convertible on a one-for-one basis.
(3)	Deferred Stock Units vest on June 1, 2009, following a three-year award period. Vested shares will be delivered to the reporting person on the last business day of March following the year in which the reporting person ceases to be a member of the Board of Directors, unless the reporting person has elected to defer payment of the award, or unless payment is made earlier due to the death or disability of the reporting person or a change in control of Vulcan. The fair market value of the award is not determinable until the payment date.
(4)	Deferred Stock Units vest on June 1, 2010, following a three-year award period. Vested shares will be delivered to the reporting person on the last business day of March following the year in which the reporting person ceases to be a member of the Board of Directors, unless the reporting person has elected to defer payment of the award, or unless payment is made earlier due to the death or disability of the reporting person or a change in control of Vulcan. The fair market value of the award is not determinable until the payment date.
Â Remarks: CommonÂ stockÂ andÂ derivativeÂ securitiesÂ ofÂ LegacyÂ VulcanÂ Corp.Â (formerlyÂ namedÂ VulcanÂ MaterialsÂ Company)Â wereÂ converted,Â respectively,Â intoÂ commonÂ stockÂ andÂ derivativeÂ securitiesÂ ofÂ theÂ IssuerÂ pursuantÂ toÂ theÂ mergerÂ ofÂ aÂ wholly-ownedÂ subsidiaryÂ ofÂ theÂ IssuerÂ withÂ andÂ intoÂ LegacyÂ VulcanÂ Corp.,Â pursuantÂ toÂ whichÂ LegacyÂ VulcanÂ Corp.Â becameÂ aÂ wholly-ownedÂ subsidiaryÂ ofÂ theÂ Issuer.Â Â TheÂ reportingÂ person'sÂ holdingsÂ remainÂ unchangedÂ exceptÂ forÂ theÂ changeÂ inÂ theÂ issuerÂ ofÂ theÂ securities. ExhibitÂ List ExhibitÂ 24Â -Â PowerÂ ofÂ Attorney

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