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LCI INDUSTRIES Director's Dealing 2014

Feb 13, 2014

31583_dirs_2014-02-13_b16a8d1e-52f5-425f-972a-07964df76e1d.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Mereness Scott T (President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-02-11 Common Stock M 4850 Acquired 42300 Direct
2014-02-11 Common Stock A 13225 Acquired 55525 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-02-11 Deferred Stock Units $0 M 4849.01 Disposed 2014-02-11 Common Stock (4850) Direct
2014-02-11 Deferred Stock Units $0 A 9353.94 Acquired 2017-03-15 Common Stock (9354) Direct

Footnotes

F1: Includes 185 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: Shares of Common Stock were issued to Mr. Mereness in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated March 4, 2013. The sale of these shares of Common Stock is restricted for a period of one year from the award date.

F3: Each Deferred Stock Unit represents a contingent right to receive one share of DW Common Stock.

F4: Includes 2,215 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.

F5: Deferred Stock Units were granted to Mr. Mereness in lieu of cash compensation of $430,094 in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated March 4, 2013.