Frederick B Hegi JR Form 4 DREW INDUSTRIES / FREDERICK B HEGI JR ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HEGI FREDERICK B JR

(Last) (First) (Middle)

C/O DREW INDUSTRIES INCORPORATED

3501 COUNTY ROAD 6 EAST

(Street)

ELKHART IN 46514

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DREW INDUSTRIES INC [ DW ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Deferred Stock Units	$0.0	03/31/2015		A		182.96(1)		01/15/2016	01/15/2016	Common Stock	182.96	$51.07	182.96	D
Deferred Stock Units	$0.0	03/31/2015		A		35.24(1)		01/15/2016	01/15/2016	Common Stock	35.24	$48.95	218.2	D
Deferred Stock Units	$0.0	03/31/2015		A		33.48(1)		01/15/2016	01/15/2016	Common Stock	33.48	$51.53	251.68	D
Deferred Stock Units	$0.0	03/31/2015		A		88.13(1)		01/15/2016	01/15/2016	Common Stock	88.13	$52.2	339.81	D
Deferred Stock Units	$0.0	03/31/2015		A		76.3(1)		01/15/2016	01/15/2016	Common Stock	76.3	$60.29	416.11	D
Deferred Stock Units	$0.0	03/31/2015		A		28.75(1)		01/15/2016	01/15/2016	Common Stock	28.75	$59.99	444.86	D
Deferred Stock Units	$0.0	03/31/2015		A		28.01(1)		01/15/2016	01/15/2016	Common Stock	28.01	$61.59	472.87	D

Explanation of Responses:

1. DSUs issued at quarter end as part of director compensation. Number of DSUs issued based on closing market price on the day preceding the Board or Committee meeting.

Remarks:

	/s/ Joseph S. Giordano III on behalf of Frederick B. Hegi Jr.	04/02/2015
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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