DYCOM INDUSTRIES INC — Director's Dealing 2016

Jul 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2016-07-13

Reporting Person: DeFerrari H Andrew (Sr. VP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-13	Common Stock	M	9147	$13.88	Acquired	103168	Direct
2016-07-13	Common Stock	S	9147	$95.9912	Disposed	94021	Direct
2016-07-15	Common Stock	M	9150	$8.55	Acquired	103171	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-13	Employee Stock Option (right to buy)	$13.88	M	9147	Disposed	2020-12-16	Common Stock (9147)	Direct
2016-07-15	Employee Stock Option (right to buy)	$8.55	M	9150	Disposed	2019-12-15	Common Stock (9150)	Direct

Footnotes

F1: The cash proceeds from 4,605 shares from this sale have been applied towards the payment of the exercise price of the stock option and the satisfaction of tax withholding obligations.

F2: This price is a weighted average price. The shares were sold in multiple transactions at prices ranging from $95.83 to $96.11, inclusive. The reporting person undertakes to provide to Dycom Industries, Inc., any security holder of Dycom Industries, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote 2.

F3: The option vested in four substantially equal annual installments beginning on December 17, 2011.

F4: No consideration was paid for the derivative security.

F5: The option vested in four substantially equal annual installments beginning on December 16, 2010.