DYCOM INDUSTRIES INC — Director's Dealing 2015

Oct 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2015-10-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-10-24	Common Stock	A	10386	—	Acquired	703804	Direct
2015-10-24	Common Stock	F	3498	$75.79	Disposed	700306	Direct
2015-10-24	Common Stock	A	6735	—	Acquired	707041	Direct
2015-10-24	Common Stock	F	2268	$75.79	Disposed	704773	Direct
2015-10-24	Common Stock	A	7078	—	Acquired	711851	Direct
2015-10-24	Common Stock	F	2384	$75.79	Disposed	709467	Direct
2015-10-26	Common Stock	M	451	$18.67	Acquired	709918	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-10-26	Employee Stock Option (right to buy)	$18.67	M	451	Acquired	2022-12-13	Common Stock (451)	Direct

Footnotes

F1: Each restricted stock unit that was awarded in October 2012 and vested on October 24, 2015, 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 2013 and vested on October 24, 2015, 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 2014 and vested on October 24, 2015, 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.

F5: The option vests in four equal annual installments beginning on December 14, 2013.