DYCOM INDUSTRIES INC — Director's Dealing 2013

Dec 18, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2013-12-13

Reporting Person: DeFerrari H Andrew (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-13	Restricted Stock Units	A	4831	—	Acquired	50486	Direct
2013-12-14	Common Stock	A	11698	—	Acquired	62184	Direct
2013-12-14	Common Stock	F	4938	$27.14	Disposed	57246	Direct
2013-12-16	Common Stock	M	6500	$6.83	Acquired	63746	Direct
2013-12-16	Common Stock	M	17000	$13.88	Acquired	80746	Direct
2013-12-16	Common Stock	F	11018	$26.92	Disposed	69728	Direct
2013-12-16	Common Stock	S	5982	$26.92	Disposed	63746	Direct
2013-12-16	Common Stock	S	10000	$27.08	Disposed	53746	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-16	Employee stock option (right to buy)	$6.83	M	6500	Disposed	2018-12-15	Common Stock (6500)	Direct
2013-12-16	Employee stock option (right to buy)	$13.88	M	17500	Disposed	2020-12-17	Common Stock (17500)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to acquire one share of DY 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, 2014.

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

F4: These shares were awarded in settlement of the restricted stock units that vested on December 14, 2013 based upon the satisfaction of the following pre-established performance measures (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. The performance measures were determined by excluding certain amounts attributable to acquisitions consummated during fiscal 2013.

F5: Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.

F6: This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.85 to $27.06, inclusive.

F7: This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $26.87 to $27.28, inclusive. The reporting person undertakes to provide to Dycom Industries, Inc., any security holder of Dycom Industries, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (6) and (7), as applicable.

F8: The option vested in four equal annual installments beginning on December 15, 2009.

F9: No consideration was paid for the derivative security.

F10: The option vests in four equal annual installments beginning on December 17, 2011.