DYCOM INDUSTRIES INC — Director's Dealing 2014

Oct 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2014-10-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-24	Common Stock	A	5180	—	Acquired	212383	Direct
2014-10-24	Common Stock	F	1718	$28.84	Disposed	210665	Direct
2014-10-24	Common Stock	A	5679	—	Acquired	216344	Direct
2014-10-24	Common Stock	F	1883	$28.84	Disposed	214461	Direct
2014-10-24	Common Stock	A	3579	—	Acquired	218040	Direct
2014-10-24	Common Stock	F	1186	$28.84	Disposed	216854	Direct

Footnotes

F1: Each restricted stock unit that was awarded in October 2011 and vested on October 24, 2014, 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, 2014, 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.

F4: Each restricted stock unit that was awarded in October 2013 and vested on October 24, 2014, 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.