TREX CO INC — Director's Dealing 2015

Feb 27, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TREX CO INC (TREX)
CIK: 0001069878
Period of Report: 2015-02-25

Reporting Person: Cline James E (Senior Vice President and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-02-25	Common Stock	M	8236	$6.72	Acquired	91608	Direct
2015-02-25	Common Stock	M	13721	$8.705	Acquired	105329	Direct
2015-02-25	Common Stock	D	3613	$48.38	Disposed	101716	Direct
2015-02-25	Common Stock	F	8751	$48.38	Disposed	92965	Direct
2015-02-25	Common Stock	S	17500	$49.0137	Disposed	75465	Direct
2015-02-27	Common Stock	S	9593	$51.0452	Disposed	65872	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-02-25	Stock Appreciation Right	$6.72	M	8236	Disposed	2019-02-18	Common Stock (8236)	Direct
2015-02-25	Stock Appreciation Right	$8.705	M	13721	Disposed	2020-02-17	Common Stock (13721)	Direct

Footnotes

F1: Stock Appreciation Rights are being exercised pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2014.

F2: 8,751 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.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 15, 2014..

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $48.585 to $49.19, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $50.30 to $51.27, 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.