View:
Download DOC
Download PDF
Download XLS
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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Sr. VP & CFO
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
Rule 10b5-1(c) Transaction Indication

  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 6,979(2) A $0.00(3) 160,059 D
Common Stock 03/30/2023 A 5,463(4) A $0.00(3) 165,522 D
Common Stock 03/30/2023 F(5) 6,815 D $95.17 158,707 D
Common Stock 03/30/2023 S 10,282(6) D $94.11 148,425 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
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.
5. Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.
6. This price is a weighted average price. 10,282 shares were sold in multiple transactions at prices ranging from $93.77 to $94.59, inclusive. The reporting person undertakes to provide to Dycom Industries, Inc., any security holder of Dycom Industries, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
Remarks:
/s/ H. Andrew DeFerrari by POA from Ryan F. Urness 03/30/2023
** 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.
POWER OF ATTORNEY

Know all by these presents that the undersigned hereby constitutes and
appoints Ryan F. Urness the undersigned's true and lawful
attorney-in-fact and agent to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of Dycom Industries, Inc. (the "Company"), any
Forms 3, 4, and 5 required or permitted to be filed in accordance with
Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder
(the "Exchange Act");

(2) execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer and/or director of the Company, any and all other documents,
including any Form 144 or Form ID, necessary or desirable to facilitate the
filing of any Forms 3, 4, or 5;

(3) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4, or 5, complete and execute any amendment or amendments thereto,
and timely file such form with the United States Securities and Exchange
Commission and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of
the undersigned pursuant to this Power of Attorney shall be in such form and
shall contain such terms and conditions as such attorney-in-fact may approve
in such attorney-in-fact's discretion.

The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever desirable,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact,
in serving in such capacity at the request of the undersigned, is not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Exchange Act.

The authority of the foregoing attorney-in-fact under this Power of Attorney
shall remain in full force and effect until the earliest to occur of (a) the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company;
(b) revocation by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact; or (c) until such attorney-in-fact is no longer employed by
the Company.

This Power of Attorney revokes and supersedes all prior Powers of Attorney
relating to the reporting of the Company's securities under Section 16 of the
Exchange Act and shall remain in effect until revoked and superseded by a
subsequently filed instrument.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 28th day of May, 2019.


Signature: /s/H. Andrew DeFerrari

Print Name: H. ANDREW DEFERRARI