EXPONENT INC — Director's Dealing 2012

Mar 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2012-03-14

Reporting Person: JOHNSTON PAUL R (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-14	Common Stock	M	5000	$12.015	Acquired	74450	Direct
2012-03-14	Common Stock	S	5000	$48.1935	Disposed	69450	Direct
2012-03-14	Common Stock	M	10144	—	Acquired	79594	Direct
2012-03-14	Common Stock	F	4661	$47.86	Disposed	74933	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-14	Non-Qualified Stock Option (right to buy)	$12.015	M	5000	Disposed	2015-03-01	Common Stock (5000)	Direct
2012-03-14	Restricted Stock Units	$	M	10144	Disposed	2012-03-14	Common Stock (10144)	Direct

Footnotes

F1: Reflects the conversion of shares of vested Restricted Stock Units granted on March 14, 2008 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: The stock option becomes exercisable in four equal annual installments.

F5: See Footnote 1.