PHOTRONICS INC — Director's Dealing 2013

Aug 5, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHOTRONICS INC (PLAB)
CIK: 0000810136
Period of Report: 2013-08-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-08-01	Common Stock	P	5454	$5.50	Acquired	584836	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	34568	Indirect

Footnotes

F1: Represents 5,454 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 of the Common Stock of the Company on the purchase date of the applicable purchase period as defined in the 2012 Twenty-First Offering Plan documents.

F3: Mr. Macricostas disclaims beneficial ownership of these shares.