WINNEBAGO INDUSTRIES INC — Director's Dealing 2012

Mar 2, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: WINNEBAGO INDUSTRIES INC (WGO)
CIK: 0000107687
Period of Report: 2012-02-24

Reporting Person: OLSON ROBERT J (Director, Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-24	Common Stock, $.50 par value	F	8113	$9.44	Disposed	89835	Direct
2012-02-24	Common Stock, $.50 par value	F	16225	$9.44	Disposed	73610	Direct

Footnotes

F1: Upon the vesting of a restricted stock award granted 3/23/2011 under the Winnebago Industries, Inc. 2004 Incentive Compensation Plan, which is a Section 16(b) plan, the reporting person exercised their option to have a portion of such vested shares, equal in value to the tax amount calculated based upon the value of such shares on the vesting date, to be withheld by the Company in order to meet reporting person's tax obligation incurred upon the vesting of such restricted stock award.

F2: Upon the vesting of a restricted stock award granted 1/11/2012 under the Winnebago Industries, Inc. 2004 Incentive Compensation Plan, which is a Section 16(b) plan, the reporting person exercised their option to have a portion of such vested shares, equal in value to the tax amount calculated based upon the value of shuch shares on the vesting date, to be withheld by the Company in order to meet reporting person's tax obligation incurred upon the vesting of such restricted stock award.