CSW INDUSTRIALS, INC. — Director's Dealing 2021

Apr 26, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CSW INDUSTRIALS, INC. (CSWI)
CIK: 0001624794
Period of Report: 2021-04-26

Reporting Person: Armes Joseph B (Director, Chairman, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-26	Common Stock	A	31496	—	Acquired	87981	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-26	Performance Rights	$	A	27559	Acquired		Common Stock (27559.0)	Direct
2021-04-26	Restricted Stock Units	$	A	19685	Acquired		Common Stock (19685.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9502	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option (right to buy)	$25.23	2024-08-28	Common Stock (63413.0)	63413	Direct
Performance Rights	$		Common Stock (31860.0)	31860	Direct

Footnotes

F1: Represents shares of restricted common stock granted to the reporting person pursuant to the issuer's Equity and Incentive Compensation Plan as part of a three-part special long-term incentive award with the objectives of retention through retirement and successful succession planning and transition practices. The shares cliff vest on the fifth anniversary of the grant date.

F2: Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in three equal amounts, at a rate between 0% and 200%, during three performance cycles beginning on April 1, 2021 and ending on each of March 31, 2025, March 31, 2026 and March 31, 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the relevant performance cycle. The performance rights may be settled, at the issuers discretion, in cash or shares of common stock.

F3: Represents performance shares granted to the reporting person pursuant to the issuer's Equity and Incentive Compensation Plan as part of a three-part special long-term incentive award with the objectives of retention through retirement and successful succession planning and transition practices.

F4: Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting. 40% of the restricted stock units vest no earlier than April 26, 2025 upon the successful recruitment and hiring of a successor Chief Executive Officer; the remaining 60% vest upon the successful first employment anniversary of a successor Chief Executive Officer.

F5: Represents performance-conditioned restricted stock units granted to the reporting person pursuant to the issuer's Equity and Incentive Compensation Plan as part of a three-part special long-term incentive award with the objectives of retention through retirement and successful succession planning and transition practices.

F6: Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle ending on each of March 31, 2022, 2023 and 2024 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.