PHOTRONICS INC — Director's Dealing 2012

Jan 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHOTRONICS INC (PLAB)
CIK: 0000810136
Period of Report: 2012-01-18

Reporting Person: Jeong Soo Hong (COO, President-Asia Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-18	Common Stock	S	40000	$7.2626	Disposed	157900	Direct
2012-01-18	Common Stock	M	40000	$.76	Acquired	197900	Direct
2012-01-19	Common Stock	M	4700	$.76	Acquired	202600	Direct
2012-01-19	Common Stock	S	4700	$7.5113	Disposed	197900	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-18	Stock Options (Right to Buy)	$.76	M	40000	Disposed	2018-11-10	Common Stock (40000)	Direct
2012-01-19	Stock Options (Right to Buy)	$.76	M	4700	Disposed	2018-11-10	Common Stock (4700)	Direct

Footnotes

F1: The sales reported on this Form 4 were effected pursuant to a 10b5-1 trading plan adopted by the reporting person on December 12, 2011.

F2: This transaction was executed in multiple trades ranging from $7.00 to $7.33. 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: This transaction was executed in multiple trades ranging from $7.50 to $7.61. 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 transactions were effected.

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