Dycom Industries (DY) Form 4 DYCOM INDUSTRIES / STEVEN E NIELSEN ownership change

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^*

NIELSEN STEVEN E

(Last) (First) (Middle)

11780 U.S. HIGHWAY 1

SUITE 600

(Street)

PALM BEACH GARDENS FL 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2023

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)
			Code	V	Amount	(A) or (D)	Price
Restricted Stock Units(1)	03/28/2023		A		7,619(2)	A	$0.00(3)	689,838	D
Common Stock	03/30/2023		A		21,385(4)	A	$0.00(3)	711,223	D
Common Stock	03/30/2023		F(5)		10,947	D	$95.17	700,276	D
Common Stock	03/30/2023		M		2,176	A	$45.94	702,452	D
Common Stock	03/30/2023		M		1	A	$25.15	702,453	D
Common Stock	03/30/2023		G(6)	V	14,711	D	$0.00	687,742	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$94.99	03/28/2023		A		24,280		(8)	03/28/2033	Common Stock	24,280	$0.00(7)	24,280	D
Employee stock option (right to buy)	$45.94	03/30/2023		M			2,176	(9)	03/29/2029	Common Stock	2,176	$0.00(7)	37,099	D
Stock Option (Right to Buy)	$25.15	03/30/2023		M			1	(10)	03/27/2030	Common Stock	1	$0.00(7)	58,301	D

Explanation of Responses:

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

2. The restricted stock units vest in four substantially equal annual installments beginning March 30, 2024.

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

4. Represents shares of DY common stock acquired upon the settlement of restricted stock units ("RSUs") on March 30, 2023. Each RSU represents a contingent right to acquire one share of DY common stock upon the satisfaction of pre-established performance measures set forth in the award documents. The annual performance measures are based on (i) operating earnings and (ii) the ratio of operating cash flow to net income, in each case before certain items. The shares reported include 1544 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceding three year performance period.

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

6. 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.

7. No consideration was paid for the derivative security.

8. The option vests in four equal annual installments beginning on March 28, 2024.

9. The option vested in four substantially equal annual installments beginning on March 29, 2020.

10. The option vests in four equal annual installments beginning on March 27, 2021.

Remarks:

	/s/ Steven E. Nielsen by POA from Ryan F. Urness	03/30/2023
	** Signature of Reporting Person	Date
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