Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
NIELSEN STEVEN E
  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
(Last)
(First)
(Middle)
11780 U.S. HIGHWAY 1, SUITE 600
3. Date of Earliest Transaction (Month/Day/Year)
03/29/2019
(Street)

PALM BEACH GARDENS, FL 33408
4. If Amendment, Date 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
(City)
(State)
(Zip)
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) 03/29/2019   A   10,285 (2) A $ 0 (3) 700,025 D  
Common Stock 03/30/2019   A   3,145 (4) A $ 0 (3) 703,170 D  
Common Stock 03/30/2019   F(5)   745 D $ 45.94 702,425 D  

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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 Underlying Securities
(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 of Derivative Security: 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) $ 45.94 03/29/2019   A   39,276     (6) 03/29/2029 Common Stock 39,276 $ 0 (7) 39,276 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
NIELSEN STEVEN E
11780 U.S. HIGHWAY 1
SUITE 600
PALM BEACH GARDENS, FL 33408
  X     President & CEO  

Signatures

 Richard B. Vilsoet, Attorney-in-fact for Steven E. Nielsen   04/01/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit represents a contingent right to acquire one share of DY common stock, par value $0.33 1/3 per share.
(2) The restricted stock units vest in four substantially equal annual installments beginning March 30, 2020.
(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, 2019. 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 887 shares that vested in connection with the satisfaction of the performance measures described in the previous sentence over the preceeding three year performance period.
(5) Withholding of common stock for the payment of tax liability incident to the vesting of restricted stock units.
(6) The option vests in four substantially equal annual installments beginning on March 30, 2020.
(7) No consideration was paid for the derivative security.

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