DYCOM INDUSTRIES INC — Director's Dealing 2014

Jul 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2014-07-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-08	Common Stock	M	6122	$25.78	Acquired	67868	Direct
2014-07-08	Common Stock	F	5430	$30.532	Disposed	62438	Direct
2014-07-08	Common Stock	S	692	$30.532	Disposed	61746	Direct
2014-07-10	Common Stock	M	3878	$25.78	Acquired	65624	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-08	Employee Stock Option (right to buy)	$25.78	M	6122	Disposed	2014-07-14	Common Stock (6122)	Direct
2014-07-10	Employee Stock Option (right to buy)	$25.78	M	3878	Disposed	2014-07-14	Common Stock (3878)	Direct

Footnotes

F1: This transaction was effected pursuant to a written 10b5-1 trading plan adopted in accordance with Securities and Exchange Commission Rule 10b5-1.

F2: This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $30.29 to $30.73, 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 (2).

F3: The option vested in four equal annual installments beginning on July 14, 2005.

F4: No consideration was paid for the derivative security.