EXPONENT INC — Director's Dealing 2017

Mar 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2017-03-15

Reporting Person: JOHNSTON PAUL R (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-15	Common Stock	M	1316	—	Acquired	48274	Direct
2017-03-15	Common Stock	M	25312	—	Acquired	73586	Direct
2017-03-15	Common Stock	F	12251	$59.65	Disposed	61335	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-15	Dividend Equivalent Rights	$	A	438	Acquired	2017-03-15	Common Stock (438)	Direct
2017-03-15	Dividend Equivalent Rights	$	M	1316	Disposed	2017-03-15	Common Stock (1316)	Direct
2017-03-15	Restricted Stock Units	$	M	25312	Disposed	2023-03-15	Common Stock (25312)	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 15, 2013 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 2014 and Q1 2017.