DYCOM INDUSTRIES INC — Director's Dealing 2009

Oct 26, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2009-10-24

Reporting Person: ESTES TIMOTHY R (Executive VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-10-24	Common Stock	A	1949	—	Acquired	107065	Direct
2009-10-24	Common Stock	F	632	$10.59	Disposed	106433	Direct

Footnotes

F1: Shares were awarded, subject to attaining applicable performance goals, under the Dycom Industries, Inc. 2003 Long-Term Incentive Plan in October 2007. These shares vested on October 24, 2009 based on the satisfaction of the pre-established performance measures set forth in the award documents; which are based on (i) operating earnings before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements and (ii) the ratio of operating cash flow to net income before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements.

F2: No consideration was paid for the shares.