DYCOM INDUSTRIES INC — Director's Dealing 2013

Jun 12, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2013-06-07

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-06-07	Common Stock	M	45000	$6.83	Acquired	204123	Direct
2013-06-07	Common Stock	M	60000	$8.55	Acquired	264123	Direct
2013-06-07	Common Stock	F	34725	$23.1912	Disposed	229398	Direct
2013-06-07	Common Stock	S	32107	$23.1912	Disposed	197291	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-06-07	Employee Stock Option (right to buy)	$6.83	M	45000	Disposed	2018-12-15	Common Stock (45000)	Direct
2013-06-07	Employee Stock Option (right to buy)	$8.55	M	60000	Disposed	2019-12-16	Common Stock (60000)	Direct

Footnotes

F1: This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $23.13 to $23.27, 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 range set forth in this footnote (1).

F2: The option vested in four equal annual installments beginning on December 14, 2009.

F3: No consideration was paid for the derivative security.

F4: The option vests in four equal annual installments beginning on December 14, 2010.