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DYCOM INDUSTRIES INC Director's Dealing 2013

Oct 25, 2013

30704_dirs_2013-10-25_e745fc48-1dc4-46d5-9cc5-3da099d7313a.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2013-10-24

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2013-10-24 Common Stock A 5968 Acquired 205598 Direct
2013-10-24 Common Stock F 2862 $30.55 Disposed 202736 Direct
2013-10-24 Common Stock A 6542 Acquired 209278 Direct
2013-10-24 Common Stock F 3137 $30.55 Disposed 206141 Direct

Footnotes

F1: Each restricted stock unit that was awarded in October 2011 and vested on October 24, 2013, represents a contingent right to acquire one share of DY common stock 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.

F2: No consideration was paid for the shares.

F3: Each restricted stock unit that was awarded in October 2012 and vested on October 24, 2013, represents a contingent right to acquire one share of DY common stock 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.