DYCOM INDUSTRIES INC — Director's Dealing 2021

Mar 30, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2021-03-29

Reporting Person: NIELSEN STEVEN E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-29	Restricted Stock Units	A	6903.00	$0.00	Acquired	683738.00	Direct
2021-03-30	Common Stock	A	16183.00	$0.00	Acquired	699921.00	Direct
2021-03-30	Common Stock	F	3903.00	$85.02	Disposed	696018.00	Direct
2021-03-30	Common Stock	M	1278.00	$78.20	Acquired	697296.00	Direct
2021-03-30	Common Stock	M	1274.00	$78.46	Acquired	698570.00	Direct
2021-03-30	Common Stock	M	1.00	$25.15	Acquired	698571.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-29	Stock Option (Right to Buy)	$85.02	A	23036.00	Acquired	2031-03-29	Common Stock (23036.00)	Direct
2021-03-30	Employee stock option (right to buy)	$78.20	M	1278.00	Disposed	2025-12-13	Common Stock (1278.00)	Direct
2021-03-30	Employee stock option (right to buy)	$78.46	M	1274.00	Disposed	2026-12-13	Common Stock (1274.00)	Direct
2021-03-30	Stock Option (Right to Buy)	$25.15	M	1.00	Disposed	2030-03-27	Common Stock (1.00)	Direct

Footnotes

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

F10: The option vests in four equal annual installments beginning on March 27, 2021.

F2: The restricted stock units vest in four substantially equal annual installments beginning March 30, 2022.

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, 2021. 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 1,257 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding 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 equal annual installments beginning on March 29, 2022.

F7: No consideration was paid for the derivative security.

F8: The option vested in four substantially equal annual installments beginning on December 14, 2016.

F9: The option vested in four substantially equal annual installments beginning on December 15, 2017.