EXPONENT INC — Director's Dealing 2013

Mar 15, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2013-03-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-13	Common Stock	M	46	—	Acquired	61301	Direct
2013-03-13	Common Stock	F	25	$52.38	Disposed	61276	Direct
2013-03-13	Common Stock	M	16022	—	Acquired	77298	Direct
2013-03-13	Common Stock	F	6806	$52.38	Disposed	70492	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-13	Dividend Equivalent Rights	$	A	46	Acquired	2013-03-13	Common Stock (46)	Direct
2013-03-13	Dividend Equivalent Rights	$	M	46	Disposed	2013-03-13	Common Stock (46)	Direct
2013-03-13	Restricted Stock Units	$	M	16022	Disposed	2013-03-13	Common Stock (16022)	Direct

Footnotes

F1: Settlement of dividend equivalent rights in connection with RSU release 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: Reflects the conversion of shares of vested Restricted Stock Units granted on March 13, 2009 into shares of Common Stock on a 1:1 basis.

F5: The dividend equivalent rights accrued on the March 13, 2009 RSU grant, which will be released on a 1:1 basis.