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: Gupp William R. (CAO, Gen. Counsel & Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-07	Common Stock	M	3000	$24.17	Acquired	38073	Direct
2014-04-07	Common Stock	M	1500	$24.17	Acquired	39573	Direct
2014-04-07	Common Stock	D	1493	$72.85	Disposed	38080	Direct
2014-04-07	Common Stock	F	996	$72.85	Disposed	37084	Direct
2014-04-07	Common Stock	S	1400	$72.715	Disposed	35684	Direct
2014-04-07	Common Stock	S	100	$72.71	Disposed	35584	Direct
2014-04-07	Common Stock	S	100	$72.74	Disposed	35484	Direct
2014-04-09	Common Stock	S	2011	$74.78	Disposed	33473	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-07	Stock Appreciation Right	$24.17	M	3000	Disposed	2016-02-08	Common Stock (3000)	Direct
2014-04-07	Stock Appreciation Right	$24.17	M	1500	Disposed	2016-02-08	Common Stock (1500)	Direct

Footnotes

F1: 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: 996 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 stock appreciation rights.

F3: 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.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.24 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 (4) to this Form 4.

F5: This stock appreciation right becomes exerciseable in approximately three equal annual installments beginning on the first anniversary of the February 8, 2006 grant date.