Bay Mogens C Form 4 VALMONT INDUSTRIES / MOGENS C BAY ownership change

SEC Form 4

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^*

BAY MOGENS C

(Last) (First) (Middle)

VALMONT INDUSTRIES, INC.

ONE VALMONT PLAZA

(Street)

OMAHA NE 68154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VALMONT INDUSTRIES INC [ VMI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2017

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Stock	11/30/2017		M		39,531	A	$136.42	279,531	D
Common Stock	11/30/2017		M		35,926	A	$145.25	315,457	D
Common Stock	11/30/2017		M		30,552	A	$132.84	346,009	D
Common Stock	11/30/2017		M		21,434	A	$104.47	367,443	D
Common Stock	11/30/2017		F		111,557	D	$172.78	255,886	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Non-Qualified Stock Option	$136.42	11/30/2017		M			39,531	12/17/2013	12/17/2019	Common Stock	39,531	$0	0	D
Non-Qualified Stock Option	$145.25	11/30/2017		M			35,926	12/19/2014	12/09/2020	Common Stock	35,926	$0	0	D
Non-Qualified Stock Option	$132.84	11/30/2017		M			30,552	12/08/2015	12/08/2021	Common Stock	30,552	$0	15,726(1)	D
Non-Qualified Stock Option	$104.47	11/30/2017		M			21,434	12/16/2016	12/16/2022	Common Stock	21,434	$0	42,870(2)	D

Explanation of Responses:

1. Vests on December 8, 2017.

2. Vests in two remaining equal installments on December 16, 2017 and December 16, 2018.

Remarks:

	/s/ Andrew Massey for Mogens C. Bay	12/01/2017
	** 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).
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