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DYCOM INDUSTRIES INC Director's Dealing 2015

May 28, 2015

30704_dirs_2015-05-28_9136e715-079b-4cac-9515-e024b0a25933.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2015-05-26

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-05-26 Common Stock M 95905 $8.55 Acquired 784823 Direct
2015-05-26 Common Stock F 48471 $57.7759 Disposed 736352 Direct
2015-05-26 Common Stock S 47434 $57.7759 Disposed 688918 Direct
2015-05-27 Common Stock M 17400 $8.55 Acquired 706318 Direct
2015-05-27 Common Stock F 8791 $57.8909 Disposed 697527 Direct
2015-05-27 Common Stock S 8609 $57.8909 Disposed 688918 Direct
2015-05-27 Common Stock M 4500 $18.67 Acquired 693418 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-05-26 Employee Stock Option (right to buy) $8.55 M 95905 Disposed 2019-12-15 Common Stock (95905) Direct
2015-05-27 Employee Stock Option (right to buy) $8.55 M 17400 Disposed 2019-12-15 Common Stock (17400) Direct
2015-05-27 Employee Stock Option (right to buy) $18.67 M 4500 Disposed 2022-12-13 Common Stock (4500) Direct

Footnotes

F1: This price is a weighted average price. 93,805 shares were sold in multiple transactions at prices ranging from $57.36 to $58.33, inclusive and 2,100 shares were sold in multiple transactions at prices ranging from $58.37 to $58.59, inclusive.

F2: This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $57.50 to $58.37, 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 ranges set forth in footnote (1) above and this footnote (2).

F3: The option vested in four equal annual installments beginning on December 16, 2010.

F4: No consideration was paid for the derivative security.

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