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^*

Wells Dennis W.

(Last)

(First)

(Middle)

10000 ALLIANCE ROAD

(Street)

CINCINNATI

45242

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LSI INDUSTRIES INC [ LYTS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2017

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)
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 Shares⁽¹⁾								22,930	D
Common Shares	08/17/2017		A		25,490	A	$5.92	78,885	D
Common Shares	08/18/2017		P		2,800	A	$5.8⁽²⁾	81,685	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)
Option to Buy⁽⁴⁾	$5.96							⁽³⁾	10/01/2024	Common Shares	100,000		100,000	D
Option to Buy⁽⁴⁾	$6.81							⁽³⁾	11/20/2024	Common Shares	75,000		75,000	D
Option to Buy⁽⁴⁾	$6.55							⁽³⁾	01/02/2025	Common Shares	39,923		39,923	D
Option to Buy⁽⁴⁾	$9.39							⁽³⁾	07/01/2025	Common Shares	45,000		45,000	D
Option to Buy⁽⁴⁾	$11.06							⁽³⁾	07/01/2026	Common Shares	60,000		60,000	D
Option to Buy⁽⁴⁾	$9.39							⁽⁵⁾	07/01/2025	Common Shares	90,000		90,000	D
Option to Buy⁽⁴⁾	$10.2							⁽⁶⁾	02/24/2027	Common Shares	65,963		65,963	D
Option to Buy	$5.92	08/17/2017		A		60,477		⁽⁷⁾	08/17/2027	Common Shares	60,477	$0	60,477	D

Explanation of Responses:

1. Common Shares held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.

2. The reported price is a weighted average price. These shares were purchased in multiple transactions ranging from $5.77 to $6.05. The Reporting Person undertakes to provide full pricing information to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission upon request.

3. The options vest at a rate of 25% per year beginning on the first anniversary of the grant date.

4. These holdings have been previously reported on Form 4.

5. On July 1, 2015, the Reporting Person was granted an option to purchase 90,000 shares of common stock. The option vests in three equal annual installments based on the Issuer's satisfaction of certain performance criteria for the fiscal year ending June 30, 2016. On September 8, 2016, it was determined that the performance criteria were met.

6. The options vest in full on the third anniversary of the grant date.

7. The options vest ratably over a three year time period.

	/s/ F. Mark Reuter as Attorney-in-Fact for Dennis W. Wells	08/21/2017
	** 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).
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