EXPONENT INC — Director's Dealing 2015

Mar 13, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-11	Common Stock	M	314	—	Acquired	50955	Direct
2015-03-11	Common Stock	M	48	—	Acquired	51003	Direct
2015-03-11	Common Stock	M	13536	—	Acquired	64539	Direct
2015-03-11	Common Stock	F	5437	$86.41	Disposed	59102	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-11	Dividend Equivalent Rights	$	M	314	Disposed	2015-03-11	Common Stock (314)	Direct
2015-03-11	Dividend Equivalent Rights	$	A	48	Acquired	2015-03-11	Common Stock (48)	Direct
2015-03-11	Dividend Equivalent Rights	$	M	48	Disposed	2015-03-11	Common Stock (48)	Direct
2015-03-11	Restricted Stock Units	$	M	13536	Disposed	2021-03-11	Common Stock (13536)	Direct

Footnotes

F1: Settlement of dividend equivalent rights in connection with RSU release on a 1:1 basis.

F2: Not applicable.

F3: 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.

F4: Reflects shares of common stock withheld by the Company to satify the tax withholding obligations of the Reporting Person.

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