LCI INDUSTRIES — Director's Dealing 2013

Feb 27, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DREW INDUSTRIES INC (DW)
CIK: 0000763744
Period of Report: 2013-02-25

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-25	Common Stock	S	14700	$36.74	Disposed	87378	Direct
2013-02-26	Common Stock	X	5600	$17.49	Acquired	92978	Direct
2013-02-26	Common Stock	S	5600	$36.15	Disposed	87378	Direct
2013-02-27	Common Stock	X	15000	$29.11	Acquired	102378	Direct
2013-02-27	Common Stock	X	11200	$17.67	Acquired	113578	Direct
2013-02-27	Common Stock	S	26200	$36.11	Disposed	87378	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-26	Employee Stock Options	$17.49	X	5600	Disposed	2015-11-18	Common Stock (5600)	Direct
2013-02-27	Employee Stock Options	$29.11	X	15000	Disposed	2013-11-14	Common Stock (15000)	Direct
2013-02-27	Employee Stock Options	$17.67	X	11200	Disposed	2016-11-29	Common Stock (11200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3718	Indirect

Footnotes

F1: Employee Stock Options become exercisable at the rate of 20% per year for 5 years.

F2: The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose.

F3: This transaction was executed in multiple trades at prices ranging from $36.00 to $36.36; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F4: This transaction was executed in multiple trades at prices ranging from $36.59 to $36.83; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.

F5: This transaction was executed in multiple trades at prices ranging from $36.00 to $36.19; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer.