LCI INDUSTRIES — Director's Dealing 2016

Feb 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DREW INDUSTRIES Inc (DW)
CIK: 0000763744
Period of Report: 2016-02-10

Reporting Person: LIPPERT JASON (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-10	Common Stock	M	4861	—	Acquired	135572	Direct
2016-02-10	Common Stock	F	2284	$55.22	Disposed	133288	Direct
2016-02-10	Common Stock	M	17568	—	Acquired	150856	Direct
2016-02-10	Common Stock	F	8257	$55.22	Disposed	142599	Direct
2016-02-10	Common Stock	M	35453	—	Acquired	178052	Direct
2016-02-10	Common Stock	F	16662	$55.22	Disposed	161390	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-10	Deferred Stock Units	$0.0	M	4860.96	Disposed	2016-02-10	Common Stock (4861.0)	Direct
2016-02-10	Deferred Stock Units	$0.0	A	2126.98	Acquired	2017-03-01	Common Stock (2127.0)	Direct
2016-02-10	Deferred Stock Units	$0.0	A	16272.19	Acquired	2019-03-01	Common Stock (16273.0)	Direct
2016-02-10	Performance Stock Awards	$0.0	M	17567.23	Disposed	2017-02-10	Common Stock (17568.0)	Direct
2016-02-10	Performance Stock Awards	$0.0	M	35452.98	Disposed	2016-02-10	Common Stock (35453.0)	Direct
2016-02-10	Performance Stock Awards	$0.0	A	33037.48	Acquired	2019-03-01	Common Stock (33038.0)	Direct

Footnotes

F1: Performance-based Deferred Stock Units vested based on growth in earnings per share and converted to Common Stock in accordance with their terms.

F2: Shares of Common Stock were issued to Mr. Lippert in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated February 26, 2013. The sale of these shares of Common Stock is restricted for a period of one year from the award date.

F3: Includes 567 shares received as a result of a special cash dividend of $2.00 per share paid to holders of registrant's common stock on April 10, 2015. 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 April 10, 2015.

F4: Shares of Common Stock were issued to Mr. Lippert in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated February 26, 2013.

F5: Includes 2,453 shares received as a result of a special cash dividend of $2.00 per share paid to holders of registrant's common stock on April 10, 2015. 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 April 10, 2015.

F6: Each Deferred Stock Unit represents a contingent right to receive one share of DW Common Stock.

F7: Deferred Stock Units were granted to Mr. Lippert in lieu of cash compensation of $117,441 in accordance with his Executive Employment Agreement dated February 26, 2015 and related 2015 Management Incentive Plan.

F8: These Deferred Stock Units vest on March 1 at the rate of one third per year for 3 years.

F9: These Performance Stock Awards represent a contingent right to receive shares of DW Common Stock based on cumulative growth in earnings per share over two years, and vesting on March 1, 2019.