EXPONENT INC - Director's Dealing 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-12	Common Stock	M	13418	—	Acquired	75910	Direct
2014-03-12	Common Stock	F	4915	$74.25	Disposed	70995	Direct
2014-03-12	Common Stock	M	130	—	Acquired	71125	Direct
2014-03-12	Common Stock	M	45	—	Acquired	71170	Direct
2014-03-12	Common Stock	F	91	$74.25	Disposed	71079	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-12	Dividend Equivalent Rights	$	M	130	Disposed	2014-03-12	Common Stock (130)	Direct
2014-03-12	Dividend Equivalent Rights	$	A	45	Acquired	2014-03-12	Common Stock (45)	Direct
2014-03-12	Dividend Equivalent Rights	$	M	45	Disposed	2014-03-12	Common Stock (45)	Direct
2014-03-12	Restricted Stock Units	$	M	13418	Disposed	2014-03-12	Common Stock (13418)	Direct

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.