PHOTRONICS INC — Director's Dealing 2012

Feb 23, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHOTRONICS INC (PLAB)
CIK: 0000810136
Period of Report: 2012-02-21

Reporting Person: SMITH SEAN T (Senior Vice President & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-21	Common Stock	M	16250	$.76	Acquired	97865	Direct
2012-02-21	Common Stock	S	16250	$7.2524	Disposed	81615	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-21	Stock Options (Right to Buy)	$.76	M	16250	Disposed	2018-11-10	Common Stock (16250)	Direct

Footnotes

F1: The exercise of these stock options and subsequent sale of shares were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on 1/12/2012.

F2: Net proceeds to fund children's education.

F3: This transaction was executed in multiple trades. 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.

F4: The stock options vest 25% over 4 years on the anniversary date of the grant.