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, 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: February 28, 2011 Estimated average burden hours per response 0.5
X	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* NNS Holding (Last) (First) (Middle) C/O M&C CORPORATE SERVICES PO BOX 309GT UGLAND HOUSE, SOUTH CHURCH (Street) GEORGETOWN E9 E9 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MARTIN MARIETTA MATERIALS INC [ MLM ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/03/2008
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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

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
Call Option (right to buy)	$134.6775	10/03/2008		J ( 2 )			1	03/25/2009	03/25/2009	Common Stock	350,600	$0	1	D ( 1 )
Put Option (obligation to buy)	$134.6775	10/03/2008		J ( 2 )			1	03/25/2009	03/25/2009	Common Stock	350,600	$0	1	D ( 1 )
Call Option (right to buy)	$134.6775	10/06/2008		J ( 2 )			1	03/25/2009	03/25/2009	Common Stock	199,400	$0	1	D ( 1 )
Put Option (obligation to buy)	$134.6775	10/06/2008		J ( 2 )			1	03/25/2009	03/25/2009	Common Stock	199,400	$0	1	D ( 1 )

1. Name and Address of Reporting Person* NNS Holding (Last) (First) (Middle) C/O M&C CORPORATE SERVICES PO BOX 309GT UGLAND HOUSE, SOUTH CHURCH (Street) GEORGETOWN E9 E9 (City) (State) (Zip)

1. Name and Address of Reporting Person* Sawiris Nassef (Last) (First) (Middle) C/O M&C CORPORATE SERVICES, PO BOX 309GT UGLAND HOUSE, SOUTH CHURCH STREET (Street) GEORGETOWN E9 E9 (City) (State) (Zip)

1. Name and Address of Reporting Person* Norman Philip (Last) (First) (Middle) C/O M&C CORPORATE SERVICES, PO BOX 309GT UGLAND HOUSE, SOUTH CHURCH STREET (Street) GEORGETOWN E9 E9 (City) (State) (Zip)

Explanation of Responses:

1. See attached joint filer information.

2. On October 3, 2008, NNS Holding partially unwound an existing European-style forward derivative transaction (also called a European-style synthetic long or put-call pair combination). Execution of the unwind occurred on October 3 and 6, 2008. As of October 6, 2008, NNS Holding is no longer the beneficial owner of 10% or more of the company's common stock.

Remarks:

	/s/ Nassef Sawiris, as a director on behalf of NNS Holding	10/07/2008
	/s/ Nassef Sawiris	10/07/2008
	/s/ Philip Norman	10/07/2008
	** 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.