EXPONENT INC - Director's Dealing 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2015-03-11

Reporting Person: SCHLENKER RICHARD L JR (EVP & Chief Financial Officer)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-11	Common Stock	M	193	—	Acquired	88230	Direct
2015-03-11	Common Stock	M	30	—	Acquired	88260	Direct
2015-03-11	Common Stock	F	3234	$86.41	Disposed	85026	Direct
2015-03-11	Common Stock	M	8330	—	Acquired	93356	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-11	Dividend Equivalent Rights	$	M	193	Disposed	2015-03-11	Common Stock (193)	Direct
2015-03-11	Dividend Equivalent Rights	$	A	30	Acquired	2015-03-11	Common Stock (30)	Direct
2015-03-11	Dividend Equivalent Rights	$	M	30	Disposed	2015-03-11	Common Stock (30)	Direct
2015-03-11	Restricted Stock Units	$	M	8330	Disposed	2021-03-11	Common Stock (8330)	Direct

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 11, 2011 into shares of Common Stock on a 1:1 basis.

F5: The dividend equivalent rights accrued with respect to RSUs, pursuant to dividends earned in Q1 2015.