SC 13G/A 1 v300613_sc13ga.htm AMENDMENT NO. 2 TO SCHEDULE 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Trex Company, Inc.

_______________________________________________________________

(Name of Issuer)

Common Stock

_______________________________________________________________

(Title of Class of Securities)

89531P-10-5

______________________________________________________________

(CUSIP Number)

December 31, 2011

______________________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which the Schedule is filed:

	£	Rule 13d-1(b)

	S	Rule 13d-1(c)

	£	Rule 13d-1(d)

CUSIP No. 89531P-10-5

13G/A

Page 2 of 10 Pages

1.	NAMES OF REPORTING PERSONS Carl W. Knobloch, Jr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) £ (b) S
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5.	SOLE VOTING POWER 66,009
		6.	SHARED VOTING POWER 1,143,920
		7.	SOLE DISPOSITIVE POWER 66,009
		8.	SHARED DISPOSITIVE POWER 1,143,920
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,209,929
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES* £
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.76%
12.	TYPE OF REPORTING PERSON* IN

CUSIP No. 89531P-10-5

13G/A

Page 3 of 10 Pages

NAMES OF REPORTING PERSONS

Emily C. Knobloch

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

SHARED VOTING POWER

788,210

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

788,210

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

788,210

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.05%

12.

TYPE OF REPORTING PERSON*

CUSIP No. 89531P-10-5

13G/A

Page 4 of 10 Pages

NAMES OF REPORTING PERSONS

William R. Knobloch

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) £

(b) S

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

BENEFICIALLY

OWNED

BY EACH

REPORTING

PERSON WITH

SOLE VOTING POWER

539,949

SHARED VOTING POWER

355,710

SOLE DISPOSITIVE POWER

539,949

SHARED DISPOSITIVE POWER

355,710

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

895,659

10.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES*

11.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

5.74%

12.

TYPE OF REPORTING PERSON*

CUSIP No. 89531P-10-5

13G/A

Page 5 of 10 Pages

Item 1(a).	Name of Issuer:

	Trex Company, Inc.

Item 1(b).	Address of Issuer’s Principal Executive Offices:

	160 Exeter Drive
	Winchester, Virginia 22603-8605

Item 2(a).	Name of Person Filing:

	This Schedule 13G/A is filed on behalf of the following persons (the “Reporting Persons”):

	Carl W. Knobloch, Jr.
	Emily C. Knobloch
	William R. Knobloch

Item 2(b).	Address of Principal Business Office:

	The address of each of the Reporting Persons is:

	P.O. Box 1530
	Wilson, WY 83014

Item 2(c).	Citizenship:

	Carl W. Knobloch, Jr. is a citizen of the United States of America.
	Emily C. Knobloch is a citizen of the United States of America.
	William R. Knobloch is a citizen of the United States of America.

Item 2(d).	Title of Class of Securities

	Common Stock, par value $0.01 per share

Item 2(e).	CUSIP Number:

	89531P-10-5

CUSIP No. 89531P-10-5

13G/A

Page 6 of 10 Pages

Item 3.

If this statement is filed pursuant to rule 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	___	Broker or dealer registered under Section 15 of the Act.
(b)	___	Bank as defined in Section 3(a)(6) of the Act.
(c)	___	Insurance company as defined in Section 3(a)(19) of the Act.
(d)	___	Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)	___	An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E).
(f)	___	An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F).

(g)	___	A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G).

(h)	___	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i)	___	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

(j)	___	A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
(k)	___	Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

Item 4. Ownership

The Reporting Persons may be deemed to beneficially own shares of the common stock, par value $0.01 per share (the “Common Stock”) of Trex Company, Inc. (the “Issuer”) which are held in certain family trusts, with the Reporting Persons being the trustees or co-trustees thereof. Where the Reporting Person is the sole trustee of a trust, the Reporting Person may be deemed to have sole voting and dispositive power of the Common Stock held in such trust. Where the Reporting Person is a co-trustee of a trust, the Reporting Person may be deemed to have shared voting and dispositive power of the Common Stock held in such trust.

During the period on or about March 18, 2011 through April 5, 2011, the Reporting Persons sold 273,000 shares of the Common Stock of the Issuer on the open market (the “Sale Transaction”).

Number of shares as to which Carl W. Knobloch, Jr. may be deemed to own after the Sale Transaction:

		Sole Voting Power:	66,009
		Shared Voting Power:	1,143,920
		Sole Dispositive Power:	66,009
		Shared Dispositive Power:	1,143,920
		Aggregate Amount Beneficially Owned:	1,209,929
		Percent of Class*:	7.76%

CUSIP No. 89531P-10-5

13G/A

Page 7 of 10 Pages

Number of shares as to which Emily C. Knobloch may be deemed to own after the Sale Transaction:

		Sole Voting Power:	0
		Shared Voting Power:	788,210
		Sole Dispositive Power:	0
		Shared Dispositive Power:	788,210
		Aggregate Amount Beneficially Owned:	788,210
		Percent of Class*:	5.05%

Number of shares as to which William R. Knobloch may be deemed to own after the Sale Transaction:

		Sole Voting Power:	539,949
		Shared Voting Power:	355,710
		Sole Dispositive Power:	539,949
		Shared Dispositive Power:	355,710
		Aggregate Amount Beneficially Owned:	895,659
		Percent of Class*:	5.74%

*Based upon 15,594,825 shares of Common Stock outstanding as of October 26, 2011, as reported in the Issuer’s quarterly report on Form 10-Q for the period ended September 30, 2011.

Each of the Reporting Persons disclaim beneficial ownership of shares held in a trust for which such Reporting Person is not a trustee.

Item 5. Ownership of Five Percent or Less of Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following £.

CUSIP No. 89531P-10-5

13G/A

Page 8 of 10 Pages

Item 6.	Ownership of More Than 5 Percent on Behalf of Another Person

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

	Not Applicable.

Item 8.	Identification and Classification of Members of the Group

	Not Applicable.

Item 9.	Notice of Dissolution of Group

	Not Applicable.

Item 10.	Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 1, 2012

	CARL W. KNOBLOCH, JR.

	/s/ Carl W. Knobloch, Jr.

	EMILY C. KNOBLOCH

	/s/ Carl W. Knobloch, Jr.
	By: Carl W. Knobloch, Jr.
	Title: Attorney-in-Fact

	WILLIAM R. KNOBLOCH

	/s/ Carl W. Knobloch, Jr.
	By: Carl W. Knobloch, Jr.
	Title: Attorney-in-Fact

CUSIP No. 89531P-10-5

13G/A

Page 9 of 10 Pages

EXHIBIT INDEX

Exhibits	Description
A	Joint Filing Agreement among the Reporting Persons dated February 1, 2012.
B	Power of Attorney for Emily C. Knobloch dated May 14, 2007, incorporated by reference to Exhibit B to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission on January 25, 2008.
C	Power of Attorney for William R. Knobloch dated May 14, 2007, incorporated by reference to Exhibit C to the Schedule 13G/A filed by the Reporting Persons with the Securities and Exchange Commission on January 25, 2008.

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Page 10 of 10 Pages

EXHIBIT A

AGREEMENT OF JOINT FILING

In accordance with Rule 13d-l(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned acknowledge and agree that this Schedule 13G/A is filed on behalf of each of the them and that all subsequent amendments to this Schedule 13G/A may be filed on behalf of each of them without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he, she or it knows that such information is inaccurate.

Dated: February 1, 2012

		CARL W. KNOBLOCH, JR.

		/s/ Carl W. Knobloch, Jr.

		EMILY C. KNOBLOCH

		/s/ Carl W. Knobloch, Jr.
		By: Carl W. Knobloch, Jr.
		Title: Attorney-in-Fact

		WILLIAM R. KNOBLOCH

		/s/ Carl W. Knobloch, Jr.
		By: Carl W. Knobloch, Jr.
		Title: Attorney-in-Fact