Sec Form 3 Filing - Schapper Aaron M @ VALMONT INDUSTRIES INC - 2020-04-28

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Schapper Aaron M 2. Issuer Name and Ticker or Trading Symbol VALMONT INDUSTRIES INC [ VMI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Infrastructure (Last) (First) (Middle) VALMONT INDUSTRIES INC, ONE VALMONT PLAZA 3. Date of Earliest Transaction (MM/DD/YY) 04/28/2020 (Street) OMAHA, NE68154 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 6,122 ( 1 ) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 (right to buy) $ 145.25 12/09/2014 12/09/2020 Common Stock 940 D Non-Qualified Stock Option (right to buy) $ 132.84 12/08/2015 12/08/2021 Common Stock 1,176 D Non-Qualified Stock Option (right to buy) $ 104.47 12/16/2016 12/16/2022 Common Stock 2,318 D Non-Qualified Stock Option (right to buy) $ 151.9 12/19/2017 12/19/2023 Common Stock 3,329 D Non-Qualified Stock Option (right to buy) $ 164.35 12/18/2018( 2 ) 12/18/2024 Common Stock 3,413 D Non-Qualified Stock Option (right to buy) $ 112.08 12/17/2019( 3 ) 12/17/2025 Common Stock 5,323 D Non-Qualified Stock Option (right to buy) $ 112.08 12/17/2023( 4 ) 12/17/2025 Common Stock 5,000 D Non-Qualified Stock Option (right to buy) $ 147.31 12/16/2020( 5 ) 12/16/2026 Common Stock 6,242 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Schapper Aaron M VALMONT INDUSTRIES INC ONE VALMONT PLAZA OMAHA, NE68154 EVP Infrastructure Signatures /s/ R. Andrew Massey for Aaron M. Schapper 05/08/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes restricted stock unit awards which are settled in shares on vesting and which vest (i) 301 share increments on December 18, 2020, (ii) 472 share increments on December 17, 2020 and December 17, 2021, and (iii) 553 share increments on December 16, 2020 and December 16, 2021 and 552 share increments on December 16, 2022. ( 2 )The option vests in three equal installments commencing on December 18, 2018. ( 3 )The option vests in three equal installments commencing on December 17, 2019. ( 4 )The option vests on December 17, 2023. ( 5 )The option vests in three equal installments commencing on December 16, 2020.

Remarks: POA attached

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.