TREX CO INC — Major Shareholding Notification 2012

Feb 1, 2012

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Trex Company, Inc.

---

(Name of Issuer)

Common Stock

---

(Title of Class of Securities)

89531P-10-5

---

(CUSIP Number)

December 31, 2011

---

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

£	Rule 13d-1(b)
S	Rule 13d-1(c)
£	Rule 13d-1(d)

Field: Page; Sequence: 1

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 2 of 10 Pages

1.	NAMES OF REPORTING PERSONS Carl W. Knobloch, Jr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 66,009
	6.	SHARED VOTING POWER 1,143,920
	7.	SOLE DISPOSITIVE POWER 66,009
	8.	SHARED DISPOSITIVE POWER 1,143,920
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,209,929
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* £
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.76%
12.	TYPE OF REPORTING PERSON* IN

Field: Page; Sequence: 2

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 3 of 10 Pages

1.	NAMES OF REPORTING PERSONS Emily C. Knobloch I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 0
	6.	SHARED VOTING POWER 788,210
	7.	SOLE DISPOSITIVE POWER 0
	8.	SHARED DISPOSITIVE POWER 788,210
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 788,210
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* £
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.05%
12.	TYPE OF REPORTING PERSON* IN

Field: Page; Sequence: 3

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 4 of 10 Pages

1.	NAMES OF REPORTING PERSONS William R. Knobloch I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5.	SOLE VOTING POWER 539,949
	6.	SHARED VOTING POWER 355,710
	7.	SOLE DISPOSITIVE POWER 539,949
	8.	SHARED DISPOSITIVE POWER 355,710
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 895,659
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* £
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.74%
12.	TYPE OF REPORTING PERSON* IN

Field: Page; Sequence: 4

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 5 of 10 Pages

Item 1(a).	Name of Issuer:
	Trex Company, Inc.
Item 1(b).	Address of Issuer’s Principal Executive Offices:
	160 Exeter Drive
	Winchester, Virginia 22603-8605
Item 2(a).	Name of Person Filing:
	This Schedule 13G/A is filed on behalf of the following persons (the “Reporting Persons”):
	Carl W. Knobloch, Jr.
	Emily C. Knobloch
	William R. Knobloch
Item 2(b).	Address of Principal Business Office:
	The address of each of the Reporting Persons is:
	P.O. Box 1530
	Wilson, WY 83014
Item 2(c).	Citizenship:
	Carl W. Knobloch, Jr. is a citizen of the United States of America.
	Emily C. Knobloch is a citizen of the United States of America.
	William R. Knobloch is a citizen of the United States of America.
Item 2(d).	Title of Class of Securities
	Common Stock, par value $0.01 per share
Item 2(e).	CUSIP Number:
	89531P-10-5

Field: Page; Sequence: 5

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 6 of 10 Pages

ITEM 3. If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

| (a) | ___ | Broker or dealer registered
under Section 15 of the Act. |
| --- | --- | --- |
| (b) | ___ | Bank as defined in Section 3(a)(6) of
the Act. |
| (c) | ___ | Insurance company as defined in Section
3(a)(19) of the Act. |
| (d) | ___ | Investment company registered under Section
8 of the Investment Company Act of 1940. |
| (e) | ___ | An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E). |
| (f) | ___ | An employee benefit plan or endowment
fund in accordance with 240.13d-1(b)(1)(ii)(F). |
| (g) | ___ | A parent holding company or control person
in accordance with 240.13d-1(b)(1)(ii)(G). |
| (h) | ___ | A savings association as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). |
| (i) | ___ | A church plan that is excluded from the
definition of an investment company under Section 3(c)(14) of the Investment Company
Act of 1940. |
| (j) | ___ | A non-U.S. institution in accordance with
Section 240.13d-1(b)(1)(ii)(J). |
| (k) | ___ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
____ |

Item 4. Ownership

The Reporting Persons may be deemed to beneficially own shares of the common stock, par value $0.01 per share (the “Common Stock”) of Trex Company, Inc. (the “Issuer”) which are held in certain family trusts, with the Reporting Persons being the trustees or co-trustees thereof. Where the Reporting Person is the sole trustee of a trust, the Reporting Person may be deemed to have sole voting and dispositive power of the Common Stock held in such trust. Where the Reporting Person is a co-trustee of a trust, the Reporting Person may be deemed to have shared voting and dispositive power of the Common Stock held in such trust.

During the period on or about March 18, 2011 through April 5, 2011, the Reporting Persons sold 273,000 shares of the Common Stock of the Issuer on the open market (the “Sale Transaction”).

Number of shares as to which Carl W. Knobloch, Jr. may be deemed to own after the Sale Transaction:

Sole Voting Power:	66,009
Shared Voting Power:	1,143,920
Sole Dispositive Power:	66,009
Shared Dispositive Power:	1,143,920
Aggregate Amount Beneficially Owned:	1,209,929
Percent of Class*:	7.76%

Field: Page; Sequence: 6

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 7 of 10 Pages

Number of shares as to which Emily C. Knobloch may be deemed to own after the Sale Transaction:

Sole Voting Power:	0
Shared Voting Power:	788,210
Sole Dispositive Power:	0
Shared Dispositive Power:	788,210
Aggregate Amount Beneficially Owned:	788,210
Percent of Class*:	5.05%

Number of shares as to which William R. Knobloch may be deemed to own after the Sale Transaction:

Sole Voting Power:	539,949
Shared Voting Power:	355,710
Sole Dispositive Power:	539,949
Shared Dispositive Power:	355,710
Aggregate Amount Beneficially Owned:	895,659
Percent of Class*:	5.74%

*Based upon 15,594,825 shares of Common Stock outstanding as of October 26, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2011.

Each of the Reporting Persons disclaim beneficial ownership of shares held in a trust for which such Reporting Person is not a trustee.

Item 5. Ownership of Five Percent or Less of Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following £ .

Field: Page; Sequence: 7

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 8 of 10 Pages

Item 6.	Ownership of More Than 5 Percent on Behalf of Another Person
	Not applicable.
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person
	Not Applicable.
Item 8.	Identification and Classification of Members of the Group
	Not Applicable.
Item 9.	Notice of Dissolution of Group
	Not Applicable.
Item 10.	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 1, 2012

CARL W. KNOBLOCH, JR.
/s/ Carl W. Knobloch, Jr.
EMILY C. KNOBLOCH
/s/ Carl W. Knobloch, Jr.
By: Carl W. Knobloch, Jr.
Title: Attorney-in-Fact
WILLIAM R. KNOBLOCH
/s/ Carl W. Knobloch, Jr.
By: Carl W. Knobloch, Jr.
Title: Attorney-in-Fact

Field: Page; Sequence: 8

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 9 of 10 Pages

EXHIBIT INDEX

Exhibits	Description
A	Joint Filing Agreement among the Reporting Persons dated February 1, 2012.
B	Power of Attorney for Emily C. Knobloch dated May 14, 2007, incorporated by reference to Exhibit B to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission on January 25, 2008.
C	Power of Attorney for William R. Knobloch dated May 14, 2007, incorporated by reference to Exhibit C to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission on January 25, 2008.

Field: Page; Sequence: 9

Field: /Page

CUSIP No. 89531P-10-5 13G/A Page 10 of 10 Pages

EXHIBIT A

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that this Schedule 13G/A is filed on behalf of each of the them and that all subsequent amendments to this Schedule 13G/A may be filed on behalf of each of them without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: February 1, 2012
CARL W. KNOBLOCH, JR.
/s/ Carl W. Knobloch, Jr.
EMILY C. KNOBLOCH
/s/ Carl W. Knobloch, Jr.
By: Carl W. Knobloch, Jr.
Title: Attorney-in-Fact
WILLIAM R. KNOBLOCH
/s/ Carl W. Knobloch, Jr.
By: Carl W. Knobloch, Jr.
Title: Attorney-in-Fact

Field: Page; Sequence: 10

Field: /Page