Ownership Submission
FORM 4
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 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 *
Doty David Daniel
   2. Issuer Name and Ticker or Trading Symbol
MEADOW VALLEY CORP [MVCO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
4602 E. THOMAS ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
02/02/2009
(Street)

PHOENIX, AZ 85018		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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
Employee stock options (right to buy) $ 9.38 02/02/2009 02/02/2009 D     2,500   (1) 11/01/2010 Common stock 2,500 (2) 0 D  
Employee stock options (right to buy) $ 10.11 02/02/2009 02/02/2009 D     6,667   (3) 11/30/2011 Common stock 6,667 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Doty David Daniel
4602 E. THOMAS ROAD
PHOENIX, AZ 85018		       Chief Financial Officer  

Signatures

 /s/ David D. Doty   02/04/2009
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) On November 1, 2005, the reporting person was granted 7,500 options to purchase common stock. The options vested in three equal installments of 2,500 options each on November 1, 2006, 2007 and 2008, respectively.
(2) Under the terms of the Agreement and Plan of Merger, dated as of July 28, 2008, among Meadow Valley Corporation ("Meadow Valley"), Phoenix Merger Sub, Inc. and Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.), at the effective time of the merger, each option to purchase shares of Meadow Valley common stock was canceled, and the holder thereof was entitled to receive an amount, in cash, equal to the product of (i) the number of shares subject to such option and (ii) the excess, if any, of $11.25 over the exercise price per share of such option, less applicable withholding taxes.
(3) On November 30, 2006, the reporting person was granted 10,000 options to purchase common stock. The options vested in installments of 3,333, 3,333 and 3,334 on November 30, 2007, 2008 and 2009, repectively.

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