LSI INDUSTRIES INC — Director's Dealing 2010

Dec 13, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: LSI INDUSTRIES INC (LYTS)
CIK: 0000763532
Period of Report: 2010-12-09

Reporting Person: Miller Craig A (10% Owner)
Reporting Person: Feeney David T (10% Owner)
Reporting Person: Kelly Kevin A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-09	Common Stock	S	32472	$9.2813	Disposed	2215275	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Option to Buy	$5.93	2019-07-23	Common Shares (30000)	30000	Direct
Option to Buy	$5.21	2020-08-19	Common Shares (24000)	24000	Direct

Footnotes

F1: 1,097,614 shares of the Issuer were distributed to the reporting persons with respect to their percentage interest in connection with a Purchase and Sale Agreement dated as of July 22, 2009 by and among the Issuer, LSI Acquisition Inc., ADL Technology Inc. ("Technology") and ADL Engineering Inc. ("Engineering"). 1,372,062 shares of the Issuer will be held in escrow pursuant to the terms of an Escrow Agreement dated as of July 22, 2009 by and among LSI Acquisition Inc., each of the reporting persons and U.S. Bank, N.A. (the "Escrow Agreement"), under which the reporting persons will have the authority to direct the escrow agent thereunder to sell all or a portion of the escrowed shares.

F2: All shares held in escrow pursuant to the Escrow Agreement are subject to forfeiture under the terms of the Escrow Agreement for a period following the closing date in order to satisfy claims arising as a result of breaches of representations and warranties or covenants under the Agreement by Technology, Engineering or the reporting persons. Following the expiration of an initial eighteen month period under the Escrow Agreement, one half of the escrowed shares and any proceeds from sales thereof will be distributed to the reporting persons and following the termination of the escrow period under the Escrow Agreement, any remaining shares and any proceeds from sales thereof will be distributed to the reporting persons.

F3: Each of the reporting persons disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

F4: These holdings have been previously reported on Form 4.

F5: These options vest at a rate of 25% per year beginning on the first anniversary of the grant date.

F6: These shares were sold on the open market by Craig Miller, one of the reporting persons.

F7: Prices range from $9.25 per share to $9.35 per share. The reporting person undertakes to provide full pricing information if requested by the Securities and Exchange Commission, the Issuer or a security holder of the Issuer.