LCI INDUSTRIES — Director's Dealing 2015

Mar 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DREW INDUSTRIES INC (DW)
CIK: 0000763744
Period of Report: 2015-02-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-26	Common Stock	M	10000	$15.49	Acquired	19888	Direct
2015-02-26	Common Stock	S	10000	$60.13	Disposed	9888	Direct
2015-02-26	Common Stock	S	6000	$60.04	Disposed	3888	Direct
2015-02-26	Common Stock	M	3743	—	Acquired	7631	Direct
2015-02-26	Common Stock	F	1212	$60.24	Disposed	6419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-26	Employee Stock Options	$15.49	M	10000	Disposed	2015-11-18	Common Stock (10000.0)	Direct
2015-02-26	Deferred Stock Units	$0.0	M	3742.72	Disposed	2015-02-26	Common Stock (3743.0)	Direct
2015-02-26	Deferred Stock Units	$0.0	A	649.36	Acquired	2018-02-26	Common Stock (650.0)	Direct

Footnotes

F1: This transaction was executed at one price of $60.13.

F2: This transaction was executed at one price of $60.04.

F3: Performance-based Deferred Stock Units vested based on growth in earnings per share in accordance with their terms.

F4: Employee Stock Options become exercisable at the rate of 20% per year for 5 years.

F5: Each Deferred Stock Unit represents a contingent right to receive one share of DW Common Stock.

F6: Deferred Stock Units were granted to Mr. Giordano in lieu of cash compensation of $39,150 in accordance with his Executive Employment and Non-Competition Agreement dated February 10, 2012, as amended April 10, 2013.