DAKTRONICS INC /SD/ — Director's Dealing 2012

Dec 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DAKTRONICS INC /SD/ (DAKT)
CIK: 0000915779
Period of Report: 2012-12-01

Reporting Person: MORGAN JAMES B (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-01	Common Stock	M	460.0000	$0.0001	Acquired	1376882.0000	Direct
2012-12-01	Common Stock	F	121.0000	$10.4600	Disposed	1376761.0000	Direct
2012-12-02	Common Stock	M	362.0000	$0.0002	Acquired	1377123.0000	Direct
2012-12-02	Common Stock	F	95.0000	$10.4600	Disposed	1377028.0000	Direct
2012-12-03	Common Stock	M	480.0000	—	Acquired	1377508.0000	Direct
2012-12-03	Common Stock	F	126.0000	$10.6600	Disposed	1377382.0000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-01	Restricted Stock Units	$0.0001	M	460.0000	Disposed		Common Stock (460.0000)	Direct
2012-12-02	Restricted Stock Units	$0.0002	M	362.0000	Disposed		Common Stock (362.0000)	Direct
2012-12-03	Restricted Stock Units	$	M	480.0000	Disposed		Common Stock (480.0000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50946.5900	Indirect

Footnotes

F1: On December 1, 2012, 460 of the reporting person's Restricted Stock Units vested, 339 shares of Common Stock were delivered, and 121 shares of Common Stock were withheld by the Company to satisfy income tax withholding obligations.

F2: On December 2, 2012, 362 of the reporting person's Restricted Stock Units vested, 267 shares of Common Stock were delivered, and 95 shares of Common Stock were withheld by the Company to satisfy income tax withholding obligations.

F3: On December 3, 2012, 480 of the reporting person's Restricted Stock Units vested, 354 shares of Common Stock were delivered, and 126 shares of Common Stock were withheld by the Company to satisfy income tax withholding obligations.

F4: The information in this report is based on a plan statement dated as of December 6, 2012.

F5: Restricted Stock Units granted on 12/1/2011 vest 20% each year for five years beginning 12/1/2012. Vested shares will be delivered to the reporting person as soon as practicable after the date of vesting.

F6: Restricted Stock Units granted on 12/2/2010 vest 20% each year for five years beginning 12/02/2011. Vested shares will be delivered to the reporting person as soon as practicable after the date of vesting.

F7: Restricted Stock Units granted on 12/3/2009 vest 20% each year for five years beginning on 12/3/2010. Vested shares will be delivered to the reporting person as soon as practicable after the date of vesting.