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: 2015-12-14

Reporting Person: DICKENS KIMBERLY L (VP & Chief HR Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-12-14	Restricted Stock Units	A	988	—	Acquired	6321	Direct
2015-12-14	Common Stock	A	1589	—	Acquired	7910	Direct
2015-12-14	Common Stock	F	598	$77.18	Disposed	7312	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, 2016.

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, 2015 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.