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: DeFerrari H Andrew (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-14	Common Stock	A	5600	—	Acquired	38943	Direct
2012-12-14	Restricted Stock Units	A	6712	—	Acquired	45655	Direct

Footnotes

F1: Restricted stock units were awarded, subject to attaining applicable performance goals, under the Dycom Industries, Inc. 2003 Long-Term Incentive Plan, in December 2011. 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. These shares were awarded in settlement of the restricted stock units that vested on December 14, 2012 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 common stock.

F3: 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.

F4: The restricted stock units vest in four substantially equal annual installments beginning December 14, 2013.

F5: No consideration was paid for the restricted stock units.