EXPONENT INC — Director's Dealing 2016

Feb 12, 2016

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2016-01-01

Reporting Person: Shepard Sally (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-04-02	Common Stock	P	204.0	$42.313	Acquired	204	Direct
2015-07-03	Common Stock	P	260.0	$42.712	Acquired	464	Direct
2015-10-02	Common Stock	P	113.0	$43.605	Acquired	577	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-01	Dividend Equivalent Rights	$	A	36.0	Acquired	2018-09-11	Common Stock (36)	Direct
2016-01-01	Dividend Equivalent Rights	$	A	16.0	Acquired	2019-03-13	Common Stock (16)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10	Indirect

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 2015.

F4: Not applicable.