PHOTRONICS INC — Director's Dealing 2011

Aug 4, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHOTRONICS INC (PLAB)
CIK: 0000810136
Period of Report: 2011-08-04

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-04	Common Stock	P	8108	$3.70	Acquired	368104	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	50618	Indirect
Common Stock	1097400	Indirect
Common Stock	29000	Indirect

Footnotes

F1: Represents 8,108 shares of Photronics, Inc. Common Stock purchased under the Company's Employee Stock Purchase Plan.

F2: The purchase price of the shares pursuant to the Employee Stock Purchase Plan is 85% of the fair market value (the "Closing Price") of the Common Stock of the Company on the grant date of the applicable purchase period as defined in the 2010 Nineteenth Offering Plan documents.

F3: 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.

F4: 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.

F5: Mr. Macricostas disclaims beneficial ownership of these shares.