DYCOM INDUSTRIES INC — Director's Dealing 2018

Oct 24, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2018-10-24

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-09-17	Common Stock	G	3044	—	Disposed	687049	Direct
2018-10-24	Common Stock	A	5352	—	Acquired	692401	Direct
2018-10-24	Common Stock	F	1666	$71.66	Disposed	690735	Direct
2018-10-24	Common Stock	A	5100	—	Acquired	695835	Direct
2018-10-24	Common Stock	F	1589	$71.66	Disposed	694246	Direct

Footnotes

F1: Gift to the Margaret Ellen Nielsen Foundation, a charitable foundation of which Mr. Nielsen is President and a Director. Mr. Nielsen disclaims beneficial ownership of all shares of common stock held by the foundation.

F2: Represents shares of DY common stock acquired upon the settlement of RSUs that were granted in October 2015 and settled on October 24, 2018. 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 1,930 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period.

F3: No consideration was paid for the shares.

F4: Represents shares of DY common stock acquired upon the settlement of RSUs that were granted in October 2016 and settled on October 24, 2018. 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 1,839 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period.