DYCOM INDUSTRIES INC — Director's Dealing 2016

Oct 26, 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: ESTES TIMOTHY R (Executive VP & COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-24	Common Stock	A	4124	—	Acquired	237936	Direct
2016-10-24	Common Stock	F	1972	$83.77	Disposed	235964	Direct
2016-10-24	Common Stock	A	4324	—	Acquired	240288	Direct
2016-10-24	Common Stock	F	2067	$83.77	Disposed	238221	Direct
2016-10-24	Common Stock	A	3138	—	Acquired	241359	Direct
2016-10-24	Common Stock	F	1500	$83.77	Disposed	239859	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 1,040 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period.