PHOTRONICS INC — Director's Dealing 2011

Jul 27, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHOTRONICS INC (PLAB)
CIK: 0000810136
Period of Report: 2011-07-25

Reporting Person: MACRICOSTAS CONSTANTINE S (Director, CEO & President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-25	Common Stock	S	50000	$8.60	Disposed	1141500	Indirect
2011-07-26	Common Stock	S	44100	$8.2871	Disposed	1097400	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	359996	Direct
Common Stock	50618	Indirect
Common Stock	29000	Indirect

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on July 13, 2011.

F2: This transaction was executed in multiple trades ranging from $8.48 to $8.67. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and the prices at which the transaction was effected.

F3: Represents all of the shares held by a limited partnership of which Mr. Macricostas owns limited partnership interests. Mr. Macricostas disclaims beneficial ownership of those shares not represented by his limited partnership interests.

F4: This transaction was executed in multiple trades ranging from $8.20 to $8.52. The price reported above reflects the weighted average sale price. The reporting person undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and the prices at which the transaction was effected.

F5: Represents all of the shares held by a corporation of which Mr. Macricostas owns a signficant interest. Mr. Macricostas disclaims beneficial ownership of those shares not represented by his ownership interest. This corporation serves as the general partner of the limited partnership referred to above.

F6: Mr. Macricostas disclaims beneficial ownership of these shares.