DYCOM INDUSTRIES INC — Director's Dealing 2016

Oct 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2016-10-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-24	Common Stock	A	6736	—	Acquired	677808	Direct
2016-10-24	Common Stock	F	2822	$83.77	Disposed	674986	Direct
2016-10-24	Common Stock	A	7079	—	Acquired	682065	Direct
2016-10-24	Common Stock	F	2966	$83.77	Disposed	679099	Direct
2016-10-24	Common Stock	A	5117	—	Acquired	684216	Direct
2016-10-24	Common Stock	F	2144	$83.77	Disposed	682072	Direct

Footnotes

F1: Represents shares of DY common stock acquired upon the settlement of restricted stock units ("RSUs") that were granted in October 2013 and settled on October 24, 2016. Each RSU represents a contingent right to acquire one share of DY common stock upon the satisfaction of pre-established performance measures set forth in the award documents. The performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items.

F2: No consideration was paid for the shares.

F3: Represents shares of DY common stock acquired upon the settlement of RSUs that were granted in October 2014 and settled on October 24, 2016. Each RSU represents a contingent right to acquire one share of DY common stock upon the satisfaction of pre-established performance measures set forth in the award documents. The performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items.

F4: Represents shares of DY common stock acquired upon the settlement of RSUs that were granted in October 2015 and settled on October 24, 2016. Each RSU represents a contingent right to acquire one share of DY common stock upon the satisfaction of pre-established performance measures set forth in the award documents. The performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items. The shares reported include 1,696 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period.