EXPONENT INC — Director's Dealing 2016

Mar 14, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2016-03-09

Reporting Person: Corrigan Catherine (Group Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-09	Common Stock	M	410.0	—	Acquired	34263	Direct
2016-03-09	Common Stock	F	3416.0	$47.88	Disposed	30847	Direct
2016-03-09	Common Stock	M	10000.0	—	Acquired	40847	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-09	Dividend Equivalent Rights	$	A	42.0	Acquired	2016-03-09	Common Stock (42)	Direct
2016-03-09	Dividend Equivalent Rights	$	M	410.0	Disposed	2016-03-09	Common Stock (410)	Direct
2016-03-09	Restricted Stock Units	$	M	10000.0	Disposed	2016-03-09	Common Stock (10000)	Direct

Footnotes

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 9, 2012 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 2016.