EXPONENT INC — Director's Dealing 2014

Jun 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2014-05-28

Reporting Person: ARMACOST SAMUEL H (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-28	Common Stock	M	1431	—	Acquired	94637	Direct
2014-05-28	Common Stock	M	1201	—	Acquired	95838	Direct
2014-05-28	Common Stock	M	9	—	Acquired	95847	Direct
2014-05-28	Common Stock	M	20	—	Acquired	95867	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-28	Dividend Equivalent Rights	$	A	9	Acquired		Common Stock (9)	Direct
2014-05-28	Dividend Equivalent Rights	$	M	9	Disposed		Common Stock (9)	Direct
2014-05-28	Dividend Equivalent Rights	$	M	20	Disposed		Common Stock (20)	Direct
2014-05-28	Restricted Stock Units	$	M	1431	Disposed		Common Stock (1431)	Direct
2014-05-28	Restricted Stock Units	$	M	1201	Disposed		Common Stock (1201)	Direct

Footnotes

F1: Reflects the conversion of shares of vested Restricted Stock Units granted on May 30, 2013 into shares of Common Stock on a 1:1 basis.

F2: Not applicable.

F3: Conversion to common stock on a 1:1 basis of vested RSUs granted on May 28, 2008, which were previously deferred.

F4: Settlement of dividend equivalent rights in connection with RSU release on a 1:1 basis.

F5: The dividend equivalent rights accrued with respect to RSUs, pursuant to dividends earned in Q1 2014.