EXPONENT INC — Director's Dealing 2015

May 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2015-05-27

Reporting Person: GAULKE MICHAEL R (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-27	Common Stock	M	1421	—	Acquired	52863	Indirect
2015-05-27	Common Stock	M	5	—	Acquired	52868	Indirect
2015-05-27	Common Stock	M	14	—	Acquired	52882	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-27	Dividend Equivalent Rights	$	M	14	Disposed	2015-05-29	Common Stock (14)	Direct
2015-05-27	Dividend Equivalent Rights	$	A	5	Acquired		Common Stock (5)	Direct
2015-05-27	Dividend Equivalent Rights	$	M	5	Disposed		Common Stock (5)	Direct
2015-05-27	Restricted Stock Units	$	M	1421	Disposed		Common Stock (1421)	Direct

Footnotes

F1: Reflects the conversion of shares of vested Restricted Stock Units granted on May 29, 2014 into shares of Common Stock on a 1:1 basis.

F2: Not applicable.

F3: Settlement of dividend equivalent rights in connection with RSU release on a 1:1 basis.

F4: The dividend equivalent rights accrued with respect to RSUs, pursuant to dividends earned in Q1 2015.