DYCOM INDUSTRIES INC — Director's Dealing 2016

Dec 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2016-12-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-14	Restricted Stock Units	A	5021	—	Acquired	687093	Direct
2016-12-16	Common Stock	M	5356	$18.67	Acquired	692449	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-14	Employee stock option (right to buy)	$78.46	A	22885	Acquired	2026-12-13	Common Stock (22885)	Direct
2016-12-14	Employee stock option (right to buy)	$18.67	M	5356	Disposed	2022-12-13	Common Stock (5356)	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, 2017.

F3: No consideration was paid for the restricted stock units.

F4: The option vests in four substantially equal annual installments beginning on December 14, 2017.

F5: No consideration was paid for the derivative security.

F6: The option vested in four substantially equal annual installments beginning on December 14, 2013.