EXPONENT INC — Director's Dealing 2015

Feb 13, 2015

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2015-01-02

Reporting Person: Osteraas John (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-04	Common Stock	P	33	$69.027	Acquired	7793	Direct
2014-07-03	Common Stock	P	31	$71.06	Acquired	7824	Direct
2014-10-03	Common Stock	P	28	$68.343	Acquired	7852	Direct
2015-01-02	Common Stock	P	29	$77.0355	Acquired	7881	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-02	Dividend Equivalent Rights	$	A	39	Acquired	2015-03-11	Common Stock (39)	Direct
2015-01-02	Dividend Equivalent Rights	$	A	36	Acquired	2016-03-09	Common Stock (36)	Direct
2015-01-02	Dividend Equivalent Rights	$	A	22	Acquired	2017-03-15	Common Stock (22)	Direct
2015-01-02	Dividend Equivalent Rights	$	A	5	Acquired	2018-03-14	Common Stock (5)	Direct

Footnotes

F1: Acquisition of stock pursuant to Exponent, Inc. Employee Stock Purchase Plan under the provisions of Section 423 of the Internal Revenue Code in a transaction exempt under SEC Rule 16b-3.

F2: 1-for-1.

F3: The dividend equivalent rights accrued with respect to RSUs, pursuant to dividends earned in 2014.

F4: Not applicable.