SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

DeFerrari H Andrew

(Last)

(First)

(Middle)

11780 U.S. HIGHWAY 1

SUITE 600

(Street)

PALM BEACH GARDENS

33408

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DYCOM INDUSTRIES INC [ DY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽¹⁾	12/14/2016		A		2,639⁽²⁾	A	$0⁽³⁾	105,810	D
Common Stock	12/14/2016		A		13,706⁽⁴⁾	A	$0⁽³⁾	119,516	D
Common Stock	12/14/2016		F⁽⁵⁾		7,784	D	$79.02	111,732	D
Common Stock	12/15/2016		M		2,800	A	$8.55	114,532	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$8.55	12/15/2016		M			2,800	⁽⁶⁾	12/15/2019	Common Stock	2,800	$0⁽⁷⁾	5,903	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to acquire one share of DY common stock, par value $0.33 1/3 per share.

2. The restricted stock units vest in four substantially equal annual installments beginning December 14, 2017

3. No consideration was paid for the restricted stock units.

4. These shares were awarded in settlement of the restricted stock units that vested on December 14, 2016 based upon the satisfaction of the following pre-established performance measures (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items. The shares resported include 1,206 shares that vested in connection with the satisfaction of the performance measures described in the preceeding three year performance period.

5. Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.

6. The Option vested in four substantially equal annual installments beginning on December 16, 2010.

7. No consideration was paid for the derivative security.

Remarks:

	Richard B. Vilsoet, attorney-in-fact for H. Andrew DeFerrari	12/16/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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