EXPONENT INC — Director's Dealing 2017

Feb 13, 2017

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: EXPONENT INC (EXPO)
CIK: 0000851520
Period of Report: 2016-12-30

Reporting Person: Shepard Sally (VP, Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-01	Common Stock	A	198	$48.0605	Acquired	2521	Direct
2016-07-01	Common Stock	A	218	$55.0715	Acquired	2739	Direct
2016-09-30	Common Stock	A	76	$48.507	Acquired	2815	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-30	Dividend Equivalent Rights	$	A	36	Acquired	2018-09-11	Common Stock (36)	Direct
2016-12-30	Dividend Equivalent Rights	$	A	22	Acquired	2019-03-13	Common Stock (22)	Direct
2016-12-30	Dividend Equivalent Rights	$	A	49	Acquired	2020-03-11	Common Stock (49)	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 2016.

F4: Not applicable.