SEC Form 4 · accession 0001240707-15-000002
DYCOM INDUSTRIES INC · DY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Steven E Nielsen
Officer — President & CEO · Director
Period of report
Oct 24, 2015
Accepted (ET)
Oct 27, 2015 · 5:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000067215
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 24, 2015 | A | 10,386 | $0.00 | A | 703,804 | D | |
| Common Stock | Oct 24, 2015 | F | 3,498 | $75.79 | D | 700,306 | D | |
| Common StockF3,F2 | Oct 24, 2015 | A | 6,735 | $0.00 | A | 707,041 | D | |
| Common Stock | Oct 24, 2015 | F | 2,268 | $75.79 | D | 704,773 | D | |
| Common StockF4,F2 | Oct 24, 2015 | A | 7,078 | $0.00 | A | 711,851 | D | |
| Common Stock | Oct 24, 2015 | F | 2,384 | $75.79 | D | 709,467 | D | |
| Common Stock | Oct 26, 2015 | M | 451 | $18.67 | A | 709,918 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F5 | $18.67 | Oct 26, 2015 | M | 451 | A | — | Dec 13, 2022 | Common Stock | 451 | 66,487 | D |
Explanation of responses
- F1Each restricted stock unit that was awarded in October 2012 and vested on October 24, 2015, represents a contingent right to acquire one share of DY common stock upon the satisfaction of the following pre-established performance measures (i) operating earnings before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements and (ii) the ratio of operating cash flow to net income before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements. The performance measures were determined by excluding certain amounts attributable to acquisitions consummated during fiscal 2013.
- F2No consideration was paid for the shares.
- F3Each restricted stock unit that was awarded in October 2013 and vested on October 24, 2015, represents a contingent right to acquire one share of DY common stock upon the satisfaction of the following pre-established performance measures (i) operating earnings before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements and (ii) the ratio of operating cash flow to net income before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements. The performance measures were determined by excluding certain amounts attributable to acquisitions consummated during fiscal 2013.
- F4Each restricted stock unit that was awarded in October 2014 and vested on October 24, 2015, represents a contingent right to acquire one share of DY common stock upon the satisfaction of the following pre-established performance measures (i) operating earnings before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements and (ii) the ratio of operating cash flow to net income before asset impairments, amounts for performance unit or performance share compensation and amounts associated with the extinguishment of debt or termination of debt agreements. The performance measures were determined by excluding certain amounts attributable to acquisitions consummated during fiscal 2013.
- F5The option vests in four equal annual installments beginning on December 14, 2013.