DYCOM INDUSTRIES INC — Director's Dealing 2023

Mar 30, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DYCOM INDUSTRIES INC (DY)
CIK: 0000067215
Period of Report: 2023-03-28

Reporting Person: NIELSEN STEVEN E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-28	Restricted Stock Units	A	7619.00	$0.00	Acquired	689838.00	Direct
2023-03-30	Common Stock	A	21385.00	$0.00	Acquired	711223.00	Direct
2023-03-30	Common Stock	F	10947.00	$95.17	Disposed	700276.00	Direct
2023-03-30	Common Stock	M	2176.00	$45.94	Acquired	702452.00	Direct
2023-03-30	Common Stock	M	1.00	$25.15	Acquired	702453.00	Direct
2023-03-30	Common Stock	G	14711.00	$0.00	Disposed	687742.00	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-28	Stock Option (Right to Buy)	$94.99	A	24280.00	Acquired	2033-03-28	Common Stock (24280.00)	Direct
2023-03-30	Employee stock option (right to buy)	$45.94	M	2176.00	Disposed	2029-03-29	Common Stock (2176.00)	Direct
2023-03-30	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, 2024.

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, 2023. 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 1544 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: 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.

F7: No consideration was paid for the derivative security.

F8: The option vests in four equal annual installments beginning on March 28, 2024.

F9: The option vested in four substantially equal annual installments beginning on March 29, 2020.