CSW Industrials (CSWI) Form 4 CSW INDUSTRIALS / Joseph B Armes 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^*

Armes Joseph B

(Last) (First) (Middle)

5420 LYNDON B JOHNSON FWY

STE. 500

(Street)

DALLAS TX 75240-1007

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CSW INDUSTRIALS, INC. [ CSWI ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/26/2021

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	04/26/2021		A		31,496	A	$0(1)	87,981	D
Common Stock								9,502	I	JBA Family Partners, L.P.

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
Performance Rights	(2)	04/26/2021		A		27,559		(2)	(2)	Common Stock	27,559	$0(3)	27,559	D
Restricted Stock Units	(4)	04/26/2021		A		19,685		(4)	(4)	Common Stock	19,685	$0(5)	19,685	D
Option (right to buy)	$25.23							12/30/2015	08/28/2024	Common Stock	63,413		63,413	D
Performance Rights	(6)							(6)	(6)	Common Stock	31,860		31,860	D

Explanation of Responses:

1. Represents shares of restricted common stock granted to the reporting person pursuant to the issuer's Equity and Incentive Compensation Plan as part of a three-part special long-term incentive award with the objectives of retention through retirement and successful succession planning and transition practices. The shares cliff vest on the fifth anniversary of the grant date.

2. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in three equal amounts, at a rate between 0% and 200%, during three performance cycles beginning on April 1, 2021 and ending on each of March 31, 2025, March 31, 2026 and March 31, 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the relevant performance cycle. The performance rights may be settled, at the issuers discretion, in cash or shares of common stock.

3. Represents performance shares granted to the reporting person pursuant to the issuer's Equity and Incentive Compensation Plan as part of a three-part special long-term incentive award with the objectives of retention through retirement and successful succession planning and transition practices.

4. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting. 40% of the restricted stock units vest no earlier than April 26, 2025 upon the successful recruitment and hiring of a successor Chief Executive Officer; the remaining 60% vest upon the successful first employment anniversary of a successor Chief Executive Officer.

5. Represents performance-conditioned restricted stock units granted to the reporting person pursuant to the issuer's Equity and Incentive Compensation Plan as part of a three-part special long-term incentive award with the objectives of retention through retirement and successful succession planning and transition practices.

6. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle ending on each of March 31, 2022, 2023 and 2024 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

Remarks:

	/s/Luke E. Alverson, Attorney in Fact	04/26/2021
	** 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).
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