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^*

RETTERATH WILLIAM R

(Last)

(First)

(Middle)

331 32ND AVENUE

POST OFFICE BOX 5128

(Street)

BROOKINGS

57006

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DAKTRONICS INC /SD/ [ DAKT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Treasurer & CFO

3. Date of Earliest Transaction (Month/Day/Year)
12/02/2011

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)
Common Stock	12/02/2011		M		440	A	$0⁽¹⁾	16,496	D
Common Stock	12/02/2011		M		331	A	$0.0000⁽²⁾	16,827	D
Common Stock	12/02/2011		F		82	D	$9.86	16,745	D
Common Stock	12/02/2011		F		110	D	$9.86	16,635	D
Common Stock								11,979.475⁽³⁾	I	By Daktronics, Inc. 401(K) Plan

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)
Restricted Stock Units	$0.0000⁽²⁾	12/02/2011		M			331	⁽⁴⁾	⁽⁴⁾	Common Stock	331	$0.0000	3,084	D
Restricted Stock Units	⁽¹⁾	12/02/2011		M			440	⁽⁵⁾	⁽⁵⁾	Common Stock	440	$0.0000	1,320	D

Explanation of Responses:

1. On December 2, 2011, 440 of the reporting person's Restricted Stock Units vested, 330 shares of Common Stock were delivered, and 110 shares of Common Stock were withheld by the Company to satisfy income tax withholding obligations.

2. On December 2, 2011, 331 of the reporting person's Restricted Stock Units vested, 249 shares of Common Stock were delivered, and 82 shares of Common Stock were withheld by the Company to satisfy income tax withholding obligations.

3. The information in this report is based on a plan statement dated as of December 1, 2011.

4. Restricted Stock Units granted on 12/2/2010 vest 20% each year for five years beginning 12/2/2011. Vested shares will be delivered to the reporting person as soon as practicable after the date of vesting.

5. Restricted Stock Units granted on 12/3/2009 vest 20% each year for five years beginning on 12/3/2010. Vested shares will be delivered to the reporting person as soon as practicable after the date of vesting.

	/s/ William R. Retterath	12/06/2011
	** 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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