LCI INDUSTRIES — Director's Dealing 2017

Feb 28, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LCI INDUSTRIES (LCII)
CIK: 0000763744
Period of Report: 2017-02-24

Reporting Person: Mereness Scott T (President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-02-24	Common Stock	M	740	—	Acquired	158468	Direct
2017-02-24	Common Stock	M	9821	—	Acquired	168289	Direct
2017-02-24	Common Stock	M	24148	—	Acquired	192437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-02-24	Deferred Stock Units	$0.0	M	739.14	Disposed	2017-02-24	Common Stock (740.0)	Direct
2017-02-24	Deferred Stock Units	$0.0	M	9820.82	Disposed	2017-02-25	Common Stock (9821.0)	Direct
2017-02-24	Performance Stock Awards	$0.0	M	24147.99	Disposed	2017-02-24	Common Stock (24148.0)	Direct
2017-02-24	Performance Stock Awards	$0.0	A	12307.75	Acquired	2018-03-01	Common Stock (12308.0)	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: Includes 3.36 deferred stock units received as a result of a regular cash dividend of $0.50 per share paid on December 9, 2016 to holders of registrant's common stock on November 28, 2016. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $0.50 per deferred stock unit held on November 28, 2016.

F3: Includes 44.64 deferred stock units received as a result of a regular cash dividend of $0.50 per share paid on December 9, 2016 to holders of registrant's common stock on November 28, 2016. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $0.50 per deferred stock unit held on November 28, 2016.

F4: 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.

F5: Includes 380.55 shares received as a result of regular cash dividends paid in 2016 to holders of registrant's common stock on the respective record dates. In accordance with the registrant's Equity Award and Incentive Plan, holders of performance stock award units received additional stock units equivalent to $1.40 per performance stock award unit held on the respective record dates.

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

F7: Includes 249.91 deferred stock units received as a result of a regular cash dividend of $0.50 per share paid on December 9, 2016 to holders of registrant's common stock on November 28, 2016. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $0.50 per deferred stock unit held on November 28, 2016.

F8: Includes 785.87 shares received as a result of regular cash dividends paid in 2016 to holders of registrant's common stock on the respective record dates. In accordance with the registrant's Equity Award and Incentive Plan, holders of performance stock award units received additional stock units equivalent to $1.40 per performance stock award unit held on the respective record dates.

F9: These Performance Stock Awards represent a contingent right to receive shares of LCII Common Stock based on cumulative growth in earnings per share which have been achieved and vest on March 1, 2018.