LCI INDUSTRIES — Director's Dealing 2012

Apr 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DREW INDUSTRIES INC (DW)
CIK: 0000763744
Period of Report: 2012-04-03

Reporting Person: ZINN FREDRIC (Director, President & CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-03	Deferred Stock Units	$0	A	100000	Acquired	2015-03-15	Common Stock (100000)	Direct
2012-04-03	Deferred Stock Units	$0	A	6385.70	Acquired	2015-03-15	Common Stock (6385.70)	Direct

Footnotes

F1: In accordance with the Executive Compensation and Non-Competition Agreement with Mr. Zinn, for every one percentage point that the Company's return on invested capital for the three year period ended December 31, 2011 exceeded the average return on invested capital of the Peer Group, Mr. Zinn was entitled to an additional 10,000 deferred stock units, up to a maximum of 100,000 deferred stock units. On April 3, 2012, the Compensation Committee of the Board of Directors determined that Mr. Zinn earned the maximum award of 100,000 deferred stock units.

F2: On December 28, 2010, a special dividend of $1.50 per share of the Company's Common Stock was paid to stockholders of record as of December 20, 2010. In this connection, outstanding deferred stock unit awards were credited with additional deferred stock units equal to $1.50 for each outstanding deferred stock unit, subject to vesting of the original award. Because Mr. Zinn earned the full award as noted in Footnote 1, these additional deferred stock units were also fully earned.

F3: The closing price of the Company's stock on December 31, 2011, the vesting date for these shares, was $24.53 per share. The grant date was March 2, 2009. The closing price of the Company's stock on the grant date was $6.16 per share.