DYCOM INDUSTRIES INC — Director's Dealing 2014

Dec 17, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2014-12-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-12	Restricted Stock Units	A	5423	—	Acquired	71047	Direct
2014-12-14	Common Stock	A	14266	—	Acquired	85313	Direct
2014-12-14	Common Stock	F	5492	$31.46	Disposed	79821	Direct
2014-12-16	Common Stock	S	5700	$31.13	Disposed	74121	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, 2015.

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, 2014 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 $31.14 to $31.58, 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 (6).