| 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 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/15/2007 |
3. Issuer Name and Ticker or Trading Symbol
MARTIN MARIETTA MATERIALS INC [ MLM ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) |
| Shares of Common Stock, par value $0.01 | 3,429,747 | D(1) | |
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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: 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 | ||||
| Put option (obligation to buy) | 08/15/2007 | 08/15/2007 | Common Stock | 66,570 | 140 | D(1) | |
| Put option (obligation to buy) | 08/15/2007 | 08/15/2007 | Common Stock | 133,245 | 140 | D(1) | |
| Put option (obligation to buy) | 12/14/2007 | 12/14/2007 | Common Stock | 66,570 | 140 | D(1) | |
| Call option (right to buy)(2) | 05/07/2008 | 05/07/2008 | Common Stock | 967,897 | 131.87 | D(1) | |
| Put option (obligation to buy)(2) | 05/07/2008 | 05/07/2008 | Common Stock | 967,897 | 131.87 | D(1) | |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See attached joint filer information. |
| 2. The reporting person entered into a European-style forward buy transaction, in which it purchased a call option permitting NNS Holding to call 967,897 shares at an exercise price of $131.87 per call on May 7, 2008. On the same date and with the same counterparty as the related call, NNS Holding sold a put option giving the counterparty the right to deliver 967,897 shares at an exercise price of $131.87 on May 7, 2008. |
| Remarks: |
| /s/ NASSEF SAWIRIS - as a director on behalf of NNS Holding | 08/16/2007 | |
| /s/ NASSEF SAWIRIS | 08/16/2007 | |
| /s/ PHILIP NORMAN | 08/16/2007 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||
EXHIBIT
99.1
JOINT
FILER
INFORMATION
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Name:
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NNS
Holding
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Address:
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c/o
M&C
Corporate Services, PO Box 309GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands
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Designated
Filer:
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NNS
Holding
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Issuer
&
Ticker Symbol:
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Martin
Marietta Materials, Inc. [MLM]
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Date
of Event
Requiring Statement:
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August
15,
2007
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Name:
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Mr.
Nassef
Sawiris
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Address:
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c/o
M&C
Corporate Services, PO Box 309GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands
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Designated
Filer:
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NNS
Holding
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Issuer
&
Ticker Symbol:
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Martin
Marietta Materials, Inc. [MLM]
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Date
of Event
Requiring Statement:
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August
15,
2007
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Name:
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Mr.
Philip
Norman
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Address:
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c/o
M&C
Corporate Services, PO Box 309GT, Ugland House, South Church
Street, George Town, Grand Cayman, Cayman Islands
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Designated
Filer:
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NNS
Holding
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Issuer
&
Ticker Symbol:
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Martin
Marietta Materials, Inc. [MLM]
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Date
of Event
Requiring Statement:
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August
15,
2007
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The
shares of
common stock of the Issuer reported on this Form 3 are directly held by NNS
Holdings. NNS Holding is an exempted company incorporated in the Cayman Islands
with limited liability. Its registered address is c/o M&C Corporate
Services, PO Box 309GT, Ugland House, South Church Street, George Town, Grand
Cayman, Cayman Islands. Its principal business is holding diversified industrial
and financial investments, and in connection with this NNS Holding is, through
one of its wholly owned subsidiaries, a principal shareholder of Orascom
Construction Industries Company. The entire share capital of NNS Holding
is held
by the NNS Jersey Trust, whose beneficiaries are principally Mr. Nassef Sawiris
and his descendants.
Mr.
Nassef Sawiris
is a director of NNS Holding and the settlor of the NNS Jersey Trust. As
a
director of NNS Holding, he is charged with exploring investment opportunities
appropriate for NNS Holding based on his investment expertise. In addition
to a
number of other directorships, Mr. Nassef Sawiris is Chief Executive Officer
of
Orascom Construction Industries Company, a cement producer and construction
contractor whose business address is Nile City South Tower, 2005A Corniche
El
Nil, Cairo, Egypt 11221. Mr. Sawiris is a citizen of Egypt.
Mr.
Philip Norman
is a director of NNS Holding. Mr. Norman is a partner of the Ogier Group,
a
provider of legal and fiduciary services whose business address is Whiteley
Chambers, Don Street, St Helier, Jersey, JE3 5HN, Channel Islands. Mr. Norman
is
a British citizen.
By
virtue of their directorships of NNS Holding, Mr. Nassef Sawiris and Mr.
Philip
Norman have the power to vote and dispose of the shares held by NNS Holding.
Mr.
Sawiris, along with his descendants, are the principal beneficiaries of the
trust which owns the shares of NNS Holding. As the directors of NNS Holdings,
Mr. Nassef Sawiris and Mr. Philip Norman may be deemed to be the beneficial
owner of such shares of common stock of the Issuer held by NNS Holdings (NNS
Holdings together with Mr. Nassef Sawiris and Mr. Philip Norman, the "Reporting
Persons", each a "Reporting Person").
Each
Reporting
Person, other than NNS Holdings, disclaims beneficial ownership of these
securities, except to the extent of his or its pecuniary interest therein.
The
filing of this statement shall not be deemed an admission that, for purposes
of
Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting
Persons, other than NNS Holdings, are the beneficial owners of all such equity
securities covered by this statement.
Signature
of
Reporting Persons:
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NNS
Holdings:
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By: /s/ NASSEF
SAWIRIS
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Name: Mr.
Nassef Sawiris
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Title: Director
of NNS Holdings
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Date: August 16,
2007
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| Mr. Nassef Sawiris: | ||
| /s/ NASSEF SAWIRIS | ||
| Date: August 16, 2007 | ||
| Mr. Philip Norman | ||
| /s/ PHILIP NORMAN | ||
| Date: August 16, 2007 |