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DYCOM INDUSTRIES INC Director's Dealing 2015

Mar 5, 2015

30704_dirs_2015-03-04_2efe207f-3132-4f27-a66a-e04a24cfdbd1.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: 2015-03-02

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2015-03-02 Common Stock M 4160 $12.97 Acquired 685078 Direct
2015-03-02 Common Stock M 50100 $6.83 Acquired 735178 Direct
2015-03-02 Common Stock F 27991 $43.938 Disposed 707187 Direct
2015-03-02 Common Stock S 26269 $43.938 Disposed 680918 Direct
2015-03-03 Common Stock M 19900 $6.83 Acquired 700818 Direct
2015-03-03 Common Stock F 10155 $43.627 Disposed 690663 Direct
2015-03-03 Common Stock S 9745 $43.627 Disposed 680918 Direct
2015-03-04 Common Stock M 7689 $12.97 Acquired 688607 Direct
2015-03-04 Common Stock M 311 $18.97 Acquired 688918 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2015-03-02 Employee Stock Option (right to buy) $12.97 M 4160 Disposed 2018-07-06 Common Stock (4160) Direct
2015-03-02 Employee Stock Option (right to buy) $6.83 M 50100 Disposed 2018-12-14 Common Stock (50100) Direct
2015-03-03 Employee Stock Option (right to buy) $6.83 M 19900 Disposed 2018-12-14 Common Stock (19900) Direct
2015-03-04 Employee Stock Option (right to buy) $12.97 M 7689 Disposed 2018-07-06 Common Stock (7689) Direct
2015-03-04 Employee Stock Option (right to buy) $18.67 M 311 Disposed 2022-12-13 Common Stock (311) Direct

Footnotes

F1: This price is a weighted average price. 46,850 shares were sold in multiple transactions at prices ranging from $43.43 to $44.43, inclusive and 7,410 shares were sold in multiple transactions at prices ranging from $44.44 to $44.78, inclusive.

F2: This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $43.22 to $44.01, 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 July 7, 2009.

F4: The option vested in four equal annual installments beginning on December 15, 2009.

F5: The option vested in four equal annual installments beginning on December 15, 2009.

F6: The option vested in four equal annual installments beginning on July 7, 2009.

F7: The option vested in four equal annual installments beginning on December 14, 2013.

F8: No consideration was paid for the derivative security.