CEO Nielsen Steven E exercised 176,518 shares at a strike of $59.67, covered exercise/tax liability with 105,825 shares and gifted 38,503 shares, increasing direct ownership by 5% to 719,732 units (SEC Form 4)
$DY
Water Sewer Pipeline Comm & Power Line Construction
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
DYCOM INDUSTRIES INC [ DY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/22/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/22/2024 | M | 20,953 | A | $78.2 | 708,495 | D | |||
| Common Stock | 08/22/2024 | F(1) | 13,902 | D | $175.69 | 694,593 | D | |||
| Common Stock | 08/22/2024 | M | 21,611 | A | $78.46 | 716,204 | D | |||
| Common Stock | 08/22/2024 | F(1) | 14,358 | D | $175.69 | 701,846 | D | |||
| Common Stock | 08/22/2024 | M | 10,674 | A | $85.15 | 712,520 | D | |||
| Common Stock | 08/22/2024 | F(1) | 7,338 | D | $175.69 | 705,182 | D | |||
| Common Stock | 08/22/2024 | M | 17,079 | A | $106.19 | 722,261 | D | |||
| Common Stock | 08/22/2024 | F(1) | 12,982 | D | $175.69 | 709,279 | D | |||
| Common Stock | 08/22/2024 | M | 37,099 | A | $45.94 | 746,378 | D | |||
| Common Stock | 08/22/2024 | F(1) | 20,482 | D | $175.69 | 725,896 | D | |||
| Common Stock | 08/22/2024 | M | 51,825 | A | $25.15 | 777,721 | D | |||
| Common Stock | 08/22/2024 | F(1) | 24,893 | D | $175.69 | 752,828 | D | |||
| Common Stock | 08/22/2024 | M | 17,277 | A | $85.02 | 770,105 | D | |||
| Common Stock | 08/22/2024 | F(1) | 11,870 | D | $175.69 | 758,235 | D | |||
| Common Stock | 08/23/2024 | G(2) | 24,000 | D | $0.00 | 734,235 | D | |||
| Common Stock | 08/23/2024 | G | 14,503 | D | $0.00 | 719,732 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee stock option (right to buy) | $78.2 | 08/22/2024 | M(3) | 20,953 | (5) | 12/14/2025 | Common Stock | 20,953 | $0.00(4) | 0.00 | D | ||||
| Employee stock option (right to buy) | $78.46 | 08/22/2024 | M(3) | 21,611 | (6) | 12/14/2026 | Common Stock | 21,611 | $0.00(4) | 0.00 | D | ||||
| Employee stock option (right to buy) | $85.15 | 08/22/2024 | M(3) | 10,674 | (7) | 10/02/2027 | Common Stock | 10,674 | $0.00(4) | 0.00 | D | ||||
| Employee stock option (right to buy) | $106.19 | 08/22/2024 | M(3) | 17,079 | (8) | 03/26/2028 | Common Stock | 17,079 | $0.00(4) | 0.00 | D | ||||
| Employee stock option (right to buy) | $45.94 | 08/22/2024 | M(3) | 37,099 | (9) | 03/29/2029 | Common Stock | 37,099 | $0.00(4) | 0.00 | D | ||||
| Employee stock option (right to buy) | $25.15 | 08/22/2024 | M(3) | 51,825 | (10) | 03/27/2030 | Common Stock | 51,825 | $0.00(4) | 0.00 | D | ||||
| Stock Option (Right to Buy) | $85.02 | 08/22/2024 | M(3) | 17,277 | (11) | 03/29/2031 | Common Stock | 17,277 | $0.00(4) | 5,759 | D | ||||
| Explanation of Responses: |
| 1. Represents shares withheld by the Issuer in connection with a net settlement of a stock option exercise. Shares were withheld for the payment of the exercise price as well as withholding taxes. |
| 2. Gift to the Margaret Ellen Nielsen Foundation, a charitable foundation of which Mr. Nielsen is President and a Director. Mr. Nielsen disclaims beneficial ownership of all shares of common stock held by the foundation. |
| 3. Represents a net exercise of stock options in which the Reporting Person paid the exercise price of such options through withholding of shares by the Issuer. No shares were sold by the Reporting Person in connection with this transaction. |
| 4. No consideration was paid for the derivative security. |
| 5. The option vested in four substantially equal annual installments beginning on December 14, 2016. |
| 6. The option vested in four substantially equal annual installments beginning on December 14, 2017. |
| 7. The option vested in four substantially equal annual installments beginning on October 2, 2018. |
| 8. The option vested in four substantially equal annual installments beginning on March 26, 2019. |
| 9. The option vested in four substantially equal annual installments beginning on March 29, 2020. |
| 10. The option vested in four substantially equal annual installments beginning on March 27, 2021. |
| 11. The option vested in four substantially equal annual installments beginning on March 29, 2022. |
| Remarks: |
| /s/ Ryan F. Urness by POA from Steven E. Nielsen | 08/23/2024 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||