Scott T Mereness Form 4 LCI INDUSTRIES / Scott T Mereness 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^*

Mereness Scott T

(Last) (First) (Middle)

C/O LCI INDUSTRIES

3501 COUNTY ROAD 6 EAST

(Street)

ELKHART IN 46514

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
LCI INDUSTRIES [ LCII ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2017

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
Common Stock	02/24/2017		M		740(1)(2)	A	$0	158,468	D
Common Stock	02/24/2017		M		9,821(3)	A	$0	168,289	D
Common Stock	02/24/2017		M		24,148(4)(5)	A	$0	192,437	D

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(6)	02/24/2017		M			739.14(1)(2)	02/24/2017	02/24/2017	Common Stock	740	$0(6)	64,802.23	D
Deferred Stock Units	$0.0(6)	02/24/2017		M			9,820.82(3)	02/24/2017	02/25/2017	Common Stock	9,821	$0(6)	54,981.41(7)	D
Performance Stock Awards	$0.0	02/24/2017		M			24,147.99(4)(5)	02/24/2017	02/24/2017	Common Stock	24,148	$0	49,867.17(8)	D
Performance Stock Awards	$0.0	02/24/2017		A		12,307.75(9)		03/01/2018	03/01/2018	Common Stock	12,308	$0	62,174.92	D

Explanation of Responses:

1. Performance-based Deferred Stock Units vested based on growth in earnings per share and converted to Common Stock in accordance with their terms.

2. Includes 3.36 deferred stock units received as a result of a regular cash dividend of $0.50 per share paid on December 9, 2016 to holders of registrant's common stock on November 28, 2016. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $0.50 per deferred stock unit held on November 28, 2016.

3. Includes 44.64 deferred stock units received as a result of a regular cash dividend of $0.50 per share paid on December 9, 2016 to holders of registrant's common stock on November 28, 2016. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $0.50 per deferred stock unit held on November 28, 2016.

4. Shares of Common Stock were issued to Mr. Mereness in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated March 4, 2013.

5. Includes 380.55 shares received as a result of regular cash dividends paid in 2016 to holders of registrant's common stock on the respective record dates. In accordance with the registrant's Equity Award and Incentive Plan, holders of performance stock award units received additional stock units equivalent to $1.40 per performance stock award unit held on the respective record dates.

6. Each Deferred Stock Unit represents a contingent right to receive one share of LCII Common Stock.

7. Includes 249.91 deferred stock units received as a result of a regular cash dividend of $0.50 per share paid on December 9, 2016 to holders of registrant's common stock on November 28, 2016. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $0.50 per deferred stock unit held on November 28, 2016.

8. Includes 785.87 shares received as a result of regular cash dividends paid in 2016 to holders of registrant's common stock on the respective record dates. In accordance with the registrant's Equity Award and Incentive Plan, holders of performance stock award units received additional stock units equivalent to $1.40 per performance stock award unit held on the respective record dates.

9. These Performance Stock Awards represent a contingent right to receive shares of LCII Common Stock based on cumulative growth in earnings per share which have been achieved and vest on March 1, 2018.

Remarks:

	/s/ Brian M. Hall on behalf of Scott T. Mereness	02/28/2017
	** Signature of Reporting Person	Date
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