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 * LARSON BRADLEY E   2. Issuer Name and Ticker or Trading Symbol MEADOW VALLEY CORP [MVCO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President/CEO (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 Common stock 02/02/2009 02/02/2009 D   140,196 D $ 11.25 (1) 0 D

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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 option (right to buy)

$ 10.11

02/02/2009

02/02/2009

D

10,000

(2)

11/30/2011

Common stock

10,000

(2)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
LARSON BRADLEY E 4602 E. THOMAS ROAD PHOENIX, AZ 85018	X		President/CEO

Signatures

/s/ David D. Doty, Attorney-in-fact		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 February 2, 2009, Phoenix Merger Sub, Inc. ("Merger Sub") was merged (the "Merger") with and into Meadow Valley Corporation ("Meadow Valley") pursuant to the Agreement and Plan of Merger, dated as of July 28, 2008, among Meadow Valley, Merger Sub and Phoenix Parent Corp. (n/k/a Meadow Valley Parent Corp.) ("Parent"). In connection with the consummation of the Merger, the reporting person contributed to the owner of Parent 117,163 shares of Meadow Valley common stock in exchange for membership interests in the owner of Parent. 22,984 shares of Meadow Valley common stock beneficially owned by the reporting person were automatically canceled and converted into the right to receive the merger consideration of $11.25 in cash, without interest and less applicable withholding taxes. The remaining shares of Meadow Valley common stock beneficially owned by the reporting person were disposed of prior to the consummation of the Merger.
(2)	These options to purchase common stock provided vesting in installments of 3,333, 3,333 and 3,334 on November 30, 2007, 2008 and 2009, repectively. On February 2, 2009, in connection with the consummation of the Merger, the reporting person contributed to the owner of Parent 10,000 unexercised options to acquire Meadow Valley common stock in exchange for membership interests in the owner of Parent.

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