LCI INDUSTRIES — Director's Dealing 2014

Feb 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DREW INDUSTRIES INC (DW)
CIK: 0000763744
Period of Report: 2014-02-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-11	Common Stock	M	3968	—	Acquired	6528	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-11	Deferred Stock Units	$0	M	3967.37	Disposed	2014-02-11	Common Stock (3968)	Direct
2014-02-11	Deferred Stock Units	$0	A	2424.16	Acquired	2017-03-15	Common Stock (2425)	Direct

Footnotes

F1: Includes 152 shares received as a result of a special cash dividend of $2.00 per share paid to holders of registrant's common stock on January 6, 2014. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $2.00 per deferred stock unit held on January 6, 2014.

F2: Each Deferred Stock Unit represents a contingent right to receive one share of DW Common Stock.

F3: Includes 1,795 shares received as a result of a special cash dividend of $2.00 per share paid to holders of registrant's common stock on January 6, 2014. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $2.00 per deferred stock unit held on January 6, 2014.

F4: Deferred Stock Units were granted to Mr. Giordano in lieu of cash compensation of $111,463 in accordance with his Executive Employment and Non-Competition Agreement dated February 10, 2012, as amended April 10, 2013.