| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MARTIN MARIETTA MATERIALS INC [ MLM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/19/2008 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Call Option (right to buy) | $131.87 | 03/19/2008 | J(2) | 1 | 05/07/2008 | 05/07/2008 | Common Stock | 967,897 | $0 | 0 | D(1) | ||||
| Put Option (obligation to buy) | $131.87 | 03/19/2008 | J(2) | 1 | 05/07/2008 | 05/07/2008 | Common Stock | 967,897 | $0 | 0 | D(1) | ||||
| Call Option (right to buy) | $133.0148 | 03/19/2008 | J(2) | 1 | 09/24/2008 | 09/24/2008 | Common Stock | 967,897 | $0 | 1 | D(1) | ||||
| Put Option (obligation to buy) | $133.0148 | 03/19/2008 | J(2) | 1 | 09/24/2008 | 09/24/2008 | Common Stock | 967,897 | $0 | 1 | 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. On March 19, 2008, NNS Holding extended the exercise date and increased the exercise price under an existing European-style forward buy transaction (also called a European-style synthetic long or put-call pair combination) with the same counterparty. |
| Remarks: |
| /s/ Nassef Sawiris | 03/20/2008 | |
| /s/ Nassef Sawiris, as a director on behalf of NNS Holding | 03/20/2008 | |
| /s/ Philip Norman | 03/20/2008 | |
| ** 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 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). | ||
| 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
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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,
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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
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Statement:
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March
19, 2008
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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,
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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
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Statement:
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March
19, 2008
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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,
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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
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Statement:
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March
19, 2008
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The
derivative securities reported on this Form 4 are directly held by NNS Holding.
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 Holding, 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 Holding (NNS Holding
together with Mr. Nassef Sawiris and Mr. Philip Norman, the "Reporting Persons",
each a "Reporting Person").
Each
Reporting Person, other than NNS Holding, 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 Holding, are the beneficial owners of all such equity
securities covered by this statement.
Signature
of Reporting Persons:
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NNS
Holding
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By: /s/
Nassef Sawiris
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Name: Mr.
Nassef Sawiris
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Title: Director
of NNS Holding
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Date: March
20, 2008
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Mr.
Nassef Sawiris
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| /s/ Nassef Sawiris | ||
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Date:
March 20, 2008
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Mr.
Philip Norman
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| /s/ Philip Norman | ||
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Date:
March 20, 2008
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