DYCOM INDUSTRIES INC — Director's Dealing 2018

Oct 2, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2018-10-02

Reporting Person: Roach Rebecca Brightly (VP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-10-02	Common Stock	A	463	—	Acquired	12561	Direct
2018-10-02	Common Stock	F	183	$81.62	Disposed	12378	Direct

Footnotes

F1: Represents shares of DY common stock acquired upon the settlement of restricted stock units ("RSUs") on October 2, 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 annual 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 167 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period.

F2: No consideration was paid for the restricted stock units.

F3: Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.