PHOTRONICS INC — Director's Dealing 2016

Dec 8, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: PHOTRONICS INC (PLAB)
CIK: 0000810136
Period of Report: 2016-12-06

Reporting Person: Burr Richelle E (VP, General Counsel & Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-06	Common Stock	M	10275	$5.46	Acquired	43884	Direct
2016-12-06	Common Stock	S	10275	$10.1963	Disposed	33609	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-06	Stock Options (Right to Buy)	$5.46	M	10275	Acquired	2022-12-07	Common Stock (10275)	Direct

Footnotes

F1: Net proceeds of sale to offset a tax liability from restricted stock vesting

F2: The sales reported on this form 4 were affected pursuant to a 10b5-1 trading plan adopted by Richelle Burr.

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.