DYCOM INDUSTRIES INC — Director's Dealing 2015

Dec 17, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2015-12-16

Reporting Person: NIELSEN STEVEN E (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-16	Common Stock	M	25000	$13.88	Acquired	744995	Direct
2015-12-16	Common Stock	F	12947	$81.894	Disposed	732048	Direct
2015-12-16	Common Stock	S	12053	$81.894	Disposed	719995	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-16	Employee stock option (right to buy)	$13.88	M	25000	Disposed	2020-12-16	Common Stock (25000)	Direct

Footnotes

F1: This price is a weighted average price. 23,400 shares were sold in multiple transactions at prices ranging from $81.50 to $82.49, inclusive and 1,600 shares were sold in multiple transactions at prices ranging from $82.58 to $83.09, 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 substantially equal annual installments beginning on December 17, 2011.

F3: No consideration was paid for the derivative security.