EXPONENT INC — Director's Dealing 2014

Mar 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2014-03-12

Reporting Person: Osteraas John (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-12	Common Stock	M	1678	—	Acquired	8363	Direct
2014-03-12	Common Stock	F	616	$74.25	Disposed	7747	Direct
2014-03-12	Common Stock	M	16	—	Acquired	7763	Direct
2014-03-12	Common Stock	M	5	—	Acquired	7768	Direct
2014-03-12	Common Stock	F	8	$74.25	Disposed	7760	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-12	Dividend Equivalent Rights	$	M	16	Disposed	2014-03-12	Common Stock (16)	Direct
2014-03-12	Dividend Equivalent Rights	$	A	5	Acquired	2014-03-12	Common Stock (5)	Direct
2014-03-12	Dividend Equivalent Rights	$	M	5	Disposed	2014-03-12	Common Stock (5)	Direct
2014-03-12	Restricted Stock Units	$	M	1678	Disposed	2010-03-12	Common Stock (1678)	Direct

Footnotes

F1: Reflects the conversion of shares of vested Restricted Stock Units granted on March 12, 2010 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: 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.