EXPONENT INC — Director's Dealing 2016

May 27, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2016-05-25

Reporting Person: RICHARDSON KAREN A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-25	Common Stock	M	32.0	—	Acquired	3984	Direct
2016-05-25	Common Stock	M	2354.0	—	Acquired	6338	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-25	Dividend Equivalent Rights	$	A	9.0	Acquired	2016-05-25	Common Stock (9)	Direct
2016-05-25	Dividend Equivalent Rights	$	M	32.0	Disposed	2016-05-25	Common Stock (32)	Direct
2016-05-25	Restricted Stock Units	$	M	2354.0	Disposed		Common Stock (2354)	Direct
2016-05-26	Restricted Stock Units	$	A	2146.0	Acquired		Common Stock (2146)	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 May 28, 2015 into shares of Common Stock on a 1:1 basis.

F4: The dividend equivalent rights accrued with respect to RSUs, pursuant to dividends earned in Q1 2016.

F5: 1-for-1.

F6: Restricted stock units will cliff-vest on the day prior to the Company's next annual shareholder meeting.