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 *
Shepard Sally
  2. Issuer Name and Ticker or Trading Symbol
EXPONENT INC [EXPO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Human Resources Officer
(Last)
(First)
(Middle)
149 COMMONWEATH DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2019
(Street)

MENLO PARK, CA 94025
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
Common Stock 03/13/2019   M(1)   3,296 A (2) 8,836 D  
Common Stock 03/13/2019   M(3)   170 A (2) 9,006 D  
Common Stock 03/13/2019   F(4)   1,160 D $ 56.92 7,846 (5) D  
Common Stock               20 I by Son

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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
Dividend Equivalent Rights (6) 03/13/2019   A(7)   12   03/13/2019 03/13/2019 Common Stock 12 (2) 170 D  
Dividend Equivalent Rights (3) 03/13/2019   M(3)     170 03/13/2019 03/13/2019 Common Stock 170 (2) 0 D  
Restricted Stock Units (1) 03/13/2019   M(1)     3,296 03/13/2019 03/13/2019 Common Stock 3,296 (2) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Shepard Sally
149 COMMONWEATH DRIVE
MENLO PARK, CA 94025
      Chief Human Resources Officer  

Signatures

 By: Wendy Whitehouse For: Sally Shepard   03/15/2019
**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) Reflects the conversion of shares of vested Restricted Stock Units granted on March 13, 2015 into shares of Common Stock on a 1:1 basis.
(2) Not applicable.
(3) Settlement of dividend equivalent rights in connection with RSU release on a 1:1 basis.
(4) Reflects shares of common stock withheld by the Company to satify the tax withholding obligations of the Reporting Person.
(5) Since the last ownership report, the reporting person transferred 1,746 shares to her ex-husband pursuant to a domestic relations order. The reporting person no longer reports as beneficially owned any securities owned by her ex-husband.
(6) 1-for-1.
(7) The dividend equivalent rights accrued with respect to RSUs, pursuant to dividends earned in Q1 2019.

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