PHOTRONICS INC — Director's Dealing 2013

Dec 17, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHOTRONICS INC (PLAB)
CIK: 0000810136
Period of Report: 2013-12-13

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-13	Common Stock	A	6250	—	Acquired	107249	Direct
2013-12-16	Common Stock	S	13125	$8.776	Disposed	94124	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-13	Stock Options (Right to Buy)	$8.86	A	37500	Acquired	2023-12-13	Common Stock (37500)	Direct

Footnotes

F1: Net proceeds to fund children's education and to offset tax liability from restricted stock vesting.

F2: 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.

F3: The stock options vest 25% over 4 years on the anniversary date of the grant.