LCI INDUSTRIES — Director's Dealing 2013

Nov 22, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DREW INDUSTRIES INC (DW)
CIK: 0000763744
Period of Report: 2013-11-20

Reporting Person: GIORDANO JOSEPH S III (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-11-20	Common Stock	M	764	—	Acquired	2560	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-11-20	Deferred Stock Units	$0	A	3600	Acquired	2018-11-20	Common Stock (3600)	Direct
2013-11-20	Deferred Stock Units	$0	A	3600	Acquired	2018-12-31	Common Stock (3600)	Direct
2013-11-20	Deferred Stock Units	$0	M	763.22	Disposed	2013-11-20	Common Stock (764)	Direct

Footnotes

F1: These Deferred Stock Units vest at the rate of 20% per year for 5 years.

F2: These performance-based Deferred Stock Units will vest at the rate of two (2) percent for each $0.01 that the Company's earnings per diluted share in any year in the period 2014 - 2018 exceeds the greater of $2.08 or the highest earnings per diluted share for any prior year in the vesting period.

F3: Each deferred stock unit represents a contingent right to receive one share of DW common stock.