LCI Industries (LCII) 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)
03/01/2018

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	03/01/2018		M		10,246(1)	A	$0	221,018	D
Common Stock	03/01/2018		M		23,484(2)	A	$0	244,502	D
Common Stock	03/01/2018		M		38,905(3)	A	$0	283,407	D
Common Stock	03/01/2018		F		23,507	D	$106.43	259,900	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(4)	03/01/2018		M			10,246(1)	03/01/2018	03/01/2018	Common Stock	10,246	$0(4)	53,043(5)	D
Deferred Stock Units.	$0.0(4)	03/01/2018		M			23,484(2)	03/01/2018	03/01/2018	Common Stock	23,484	$0(4)	29,559	D
Performance Stock Awards	$0.0	03/01/2018		M			38,905(3)	03/01/2018	03/01/2018	Common Stock	38,905	$0	59,975	D
Restricted Stock Units	$0.0(4)	03/01/2018		A		5,354(6)		03/01/2019	03/01/2021	Common Stock	5,354	$0(4)	5,354	D
Performance Stock Units	$0.0(4)	03/01/2018		A		11,635(7)		03/01/2021	03/01/2021	Common Stock	11,635	$0(4)	11,635	D
Performance Stock Units	$0.0(4)	03/01/2018		A		5,276(8)		03/01/2020	03/01/2020	Common Stock	5,276	$0(4)	16,911	D

Explanation of Responses:

1. Includes 43 shares received as a result of a regular cash dividend paid in 2017 to holders of registrant's common stock on the respective record date. In accordance with the registrant's Equity Award and Incentive Plan, holders of stock award units received additional stock units equivalent to $0.55 per stock award unit held on the respective record date.

2. Represents Deferred Stock Units granted to Mr. Mereness in lieu of cash compensation in accordance with the 2014 and 2016 Management Incentive Plan.

3. Performance Stock Awards vested based on growth in earnings per share and converted to Common Stock in accordance with their terms.

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

5. Includes 240.77 shares received as a result of a regular cash dividend paid in 2017 to holders of registrant's common stock on the respective record date. In accordance with the registrant's Equity Award and Incentive Plan, holders of stock award units received additional stock units equivalent to $0.55 per stock award unit held on the respective record date.

6. These Stock Units vest on March 1 at the rate of one third per year for 3 years.

7. These Performance Stock Awards represent a contingent right to receive shares of LCII Common Stock based on cumulative growth in earnings per share at target over two years, and vesting on March 1, 2021.

8. These Performance Stock Awards represent a contingent right to receive shares of LCII Common Stock based on Return on Invested Capital (ROIC) at target over one year, and vesting on March 1, 2020.

Remarks:

	/s/ Brian M. Hall on behalf of Scott T. Mereness	03/05/2018
	** Signature of Reporting Person	Date
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