SEC FORM 4

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^*

LIPPERT JASON

(Last)

(First)

(Middle)

C/O DREW INDUSTRIES INCORPORATED

3501 COUNTY ROAD 6 EAST

(Street)

ELKHART

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
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2015

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2015		M		5,822⁽¹⁾	A	$0	102,875	D
Common Stock	02/26/2015		F		2,736	D	$60.24	100,139	D
Common Stock	02/26/2015		A		17,674⁽²⁾	A	$0	117,813	D
Common Stock	02/26/2015		F		8,306	D	$60.24	109,507	D
Common Stock	02/26/2015		A		36,368⁽³⁾	A	$0	145,875	D
Common Stock	02/26/2015		F		17,092	D	$60.24	128,783	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Deferred Stock Units	$0.0⁽⁴⁾	02/26/2015		M			5,822⁽¹⁾	02/26/2015	02/26/2015	Common Stock	5,822	$0⁽⁴⁾	32,522.62	D
Deferred Stock Units	$0.0⁽⁴⁾	02/26/2015		A		8,931.74⁽⁵⁾		02/26/2018	02/26/2018	Common Stock	8,932	$0⁽⁴⁾	41,454.36	D
Deferred Stock Units	$0.0⁽⁴⁾	02/26/2015		A		16,940.45		03/01/2016⁽⁶⁾	03/01/2018⁽⁶⁾	Common Stock	16,940.45	$0⁽⁴⁾	58,394.81	D
Performance Stock Awards	$0.0	02/26/2015		A		34,394⁽⁷⁾		03/01/2018	03/01/2018	Common Stock	34,394	$0	118,702.23	D

Explanation of Responses:

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

2. Shares of Common Stock were issued to Mr. Lippert in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated February 26, 2013. The sale of these shares of Common Stock is restricted for a period of one year from the award date.

3. Shares of Common Stock were issued to Mr. Lippert in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated February 26, 2013.

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

5. Deferred Stock Units were granted to Mr. Lippert in lieu of cash compensation of $538,494 in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated February 26, 2013.

6. These Deferred 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 DW Common Stock based on cumulative growth in earnings per share over two years, and vesting on March 1, 2018.

Remarks:

	/s/ Joseph S. Giordano III on behalf of Jason D Lippert	03/02/2015
	** 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).
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