EXPONENT INC — Director's Dealing 2011

Mar 11, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2011-03-09

Reporting Person: GAULKE MICHAEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-09	Common Stock	M	29170	—	Acquired	104166	Indirect
2011-03-09	Common Stock	F	10995	$39.57	Disposed	93171	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-09	Restricted Stock Units	$	M	29170	Disposed	2011-03-09	Common Stock (29170)	Direct

Footnotes

F1: Reflects the conversion of shares of vested Restricted Stock Units granted on March 9, 2007 into shares of Common Stock on a 1:1 basis.

F2: Not applicable.

F3: Reflects shares of common stock withheld by the Company to satify the tax withholding obligations of the Reporting Person.

F4: See Footnote 1.