TREX CO INC — Director's Dealing 2014

Apr 9, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TREX CO INC (TREX)
CIK: 0001069878
Period of Report: 2014-04-07

Reporting Person: KAPLAN RONALD W (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-07	Common Stock	M	4950	$13.44	Acquired	93779	Direct
2014-04-07	Common Stock	M	9750	$17.41	Acquired	103529	Direct
2014-04-07	Common Stock	D	3243	$72.85	Disposed	100286	Direct
2014-04-07	Common Stock	F	5466	$72.85	Disposed	94820	Direct
2014-04-07	Common Stock	S	3272	$72.75	Disposed	91548	Direct
2014-04-09	Common Stock	S	5991	$74.77	Disposed	85557	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-07	Stock Appreciation Right	$13.44	M	4950	Disposed	2019-02-18	Common Stock (4950)	Direct
2014-04-07	Stock Appreciation Right	$17.41	M	9750	Disposed	2020-02-17	Common Stock (9750)	Direct

Footnotes

F1: 4,950 Stock Appreciation Rights (SARs) are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 25, 2014.

F2: 9,750 Stock Appreciation Rights (SARs) are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 25, 2014.

F3: 5,466 shares are being surrendered as allowed by the Company's 2005 Stock Incentive Plan to cover the payment of taxes currently due on the exercise of SARs.

F4: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 25, 2014.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.705 to $72.795, inclusive. The reporting person undertakes to provide Trex Company, Inc., any security holder of Trex Company, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote (5) to this Form 4.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.18 to $75.02, inclusive. The reporting person undertakes to provide Trex Company, Inc., any security holder of Trex Company, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote (6) to this Form 4.

F7: The stock appreciation right becomes exercisable in three equal installments beginning on the first anniversary of the grant date.