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 SHEPHERD DANNY R

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)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, CMG-East

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	19,654.429	D	Â
Common Stock	217	I	By Spouse

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	5,713.23	$ ⁽²⁾	D	Â
Performance Share Units	12/31/2009⁽³⁾	Â ⁽³⁾	Common Stock	2,620	$ ⁽³⁾	D	Â
Performance Share Units	12/31/2007⁽³⁾	Â ⁽³⁾	Common Stock	1,800	$ ⁽³⁾	D	Â
Stock Appreciation Right	02/08/2008	02/08/2017	Common Stock	19,560	$ 109.2	D	Â
Stock Options (Right to Buy)	05/01/2003⁽⁴⁾	05/01/2012	Common Stock	3,000	$ 46.275	D	Â
Stock Options (Right to Buy)	01/01/2004⁽⁵⁾	02/13/2013	Common Stock	2,200	$ 31.465	D	Â
Stock Options (Right to Buy)	01/01/2005⁽⁵⁾	02/12/2014	Common Stock	10,000	$ 46.76	D	Â
Stock Options (Right to Buy)	12/31/2005⁽⁵⁾	02/10/2015	Common Stock	11,000	$ 57.095	D	Â
Stock Options (Right to Buy)	12/08/2005⁽⁶⁾	12/08/2015	Common Stock	22,000	$ 68.63	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SHEPHERD DANNY R 1200 URBAN CENTER DRIVE BIRMINGHAM,Â ALÂ 35242	Â	Â	Â SVP, CMG-East	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)	Performance share units vest at December 31 following a three-year award period. At the end of the award period, the Compensation Committee determines the payment amount based on Company performance. 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)	The option vests over five years in 20% increments each year on the anniversary of the grant date.
(5)	The option vests over five years in 20% increments each year on December 31 following the grant date.
(6)	The option is fully vested as of the grant date, however, the sale of underlying shares is restricted until January 1, 2009.
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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