DYCOM INDUSTRIES INC — Director's Dealing 2019

Apr 2, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2019-03-29

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-29	Restricted Stock Units	A	10285	—	Acquired	700025	Direct
2019-03-30	Common Stock	A	3145	—	Acquired	703170	Direct
2019-03-30	Common Stock	F	745	$45.94	Disposed	702425	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-29	Employee stock option (right to buy)	$45.94	A	39276	Acquired	2029-03-29	Common Stock (39276)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to acquire one share of DY common stock, par value $0.33 1/3 per share.

F2: The restricted stock units vest in four substantially equal annual installments beginning March 30, 2020.

F3: No consideration was paid for the restricted stock units.

F4: Represents shares of DY common stock acquired upon the settlement of restricted stock units ("RSUs") on March 30, 2019. 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 887 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceeding three year performance period.

F5: Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.

F6: The option vests in four substantially equal annual installments beginning on March 30, 2020.

F7: No consideration was paid for the derivative security.