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: DeFerrari H Andrew (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-14	Restricted Stock Units	A	2639	—	Acquired	105810	Direct
2016-12-14	Common Stock	A	13706	—	Acquired	119516	Direct
2016-12-14	Common Stock	F	7784	$79.02	Disposed	111732	Direct
2016-12-15	Common Stock	M	2800	$8.55	Acquired	114532	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-15	Employee Stock Option (right to buy)	$8.55	M	2800	Disposed	2019-12-15	Common Stock (2800)	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: These shares were awarded in settlement of the restricted stock units that vested on December 14, 2016 based upon the satisfaction of the following pre-established performance measures (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items. The shares resported include 1,206 shares that vested in connection with the satisfaction of the performance measures described in the preceeding three year performance period.

F5: Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.

F6: The Option vested in four substantially equal annual installments beginning on December 16, 2010.

F7: No consideration was paid for the derivative security.