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: Roach Rebecca Brightly (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-14	Restricted Stock Units	A	796	—	Acquired	9330	Direct
2016-12-14	Common Stock	A	1745	—	Acquired	11075	Direct
2016-12-14	Common Stock	F	705	$79.02	Disposed	10370	Direct
2016-12-15	Common Stock	S	470	$79.953	Disposed	9900	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 238 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.