DYCOM INDUSTRIES INC — Director's Dealing 2012

Dec 19, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2012-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock	F	608	$18.67	Disposed	152146	Direct
2012-12-14	Common Stock	F	1014	$18.67	Disposed	151132	Direct
2012-12-14	Common Stock	F	892	$18.67	Disposed	150240	Direct
2012-12-14	Common Stock	F	646	$18.67	Disposed	149594	Direct
2012-12-14	Restricted Stock Units	A	9529	—	Acquired	159123	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-14	Employee Stock Options (right to buy)	$18.67	A	45202	Acquired	2022-12-14	Common Stock (45202)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to acquire one (1) share of Dycom Industries, Inc. common stock, par value $0.33 1/3 per share.

F2: The restricted stock units vest in four substantially equal annual installments beginning December 14, 2013.

F3: No consideration was paid for the restricted stock units.

F4: The option vests in four substantially equal annual installments beginning on December 14, 2013.

F5: No consideration was paid for the derivative security.