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^*

Fletcher Nick C

(Last)

(First)

(Middle)

C/O LCI INDUSTRIES

3501 COUNTY ROAD 6 EAST

(Street)

ELKHART

46514-7663

(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)
	Chief Human Resources Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020

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	03/01/2020		M		434⁽¹⁾	A	$0	641	D
Common Stock	03/01/2020		M		225⁽²⁾	A	$0	866	D
Common Stock	03/01/2020		F		70	D	$96.55	796	D
Common Stock	03/01/2020		F		135	D	$96.55	661	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	⁽³⁾	03/01/2020		M			225⁽²⁾	⁽⁴⁾	⁽⁵⁾	Common Stock	225	$0	0	D
Performance Stock Unit	⁽³⁾	03/01/2020		M			434⁽¹⁾	03/01/2020	03/01/2020	Common Stock	434	$0	0	D
Performance Stock Unit	⁽³⁾	03/01/2020		A		1,433⁽⁶⁾		03/01/2021	03/01/2021	Common Stock	1,433	$0	1,433	D
Performance Stock Unit	⁽³⁾	03/01/2020		A		2,955⁽⁷⁾		03/01/2023	03/01/2023	Common Stock	2,955	$0	2,955	D
Restricted Stock Unit	⁽³⁾	03/01/2020		A		1,970⁽⁸⁾		⁽⁴⁾	⁽⁵⁾	Common Stock	1,970	$0	1,970	D
Restricted Stock Unit	⁽³⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	3,757		3,757⁽⁹⁾	D
Restricted Stock Unit	⁽³⁾							⁽⁴⁾	⁽⁵⁾	Common Stock	1,278		1,278⁽¹⁰⁾	D
Performance Stock Unit	⁽³⁾							03/07/2022	03/07/2022	Common Stock	1,916		1,916⁽¹¹⁾	D

Explanation of Responses:

1. Includes 3 stock units received as a result of a regular cash dividend of $0.65 per share paid on December 20, 2019 to holders of registrant's common stock on December 6, 2019. In accordance with the registrant's Equity Award and Incentive Plan, holders of stock units received additional stock units equivalent to $0.65 per stock unit held on December 6, 2019.

2. Includes 1 stock unit received as a result of a regular cash dividend of $0.65 per share paid on December 20, 2019 to holders of registrant's common stock on December 6, 2019. In accordance with the registrant's Equity Award and Incentive Plan, holders of stock units received additional stock units equivalent to $0.65 per stock unit held on December 6, 2019.

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

4. No exercisable date for this type of award.

5. No expiration date for this type of award.

6. These Performance Stock Units ("PSUs") represent a contingent right to receive shares of LCII Common Stock, if and to the extent certain Earnings Before Interest, Taxes, Depreciation, and Amortization performance goals are achieved in 2020. Earned PSUs, if any, will vest on the later of March 1, 2021 or the date of the Committee certifies the number of PSUs earned, which shall be no later than March 10, 2021.

7. These Performance Stock Units ("PSUs") represent a contingent right to receive shares of LCII Common Stock, if and to the extent certain Return on Invested Capital performance goals are achieved by the end of 2021, with a one-year hold period. Earned PSUs, if any, will vest on March 1, 2023.

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

9. Includes 23 stock units received as a result of a regular cash dividend of $0.65 per share paid on December 20, 2019 to holders of registrant's common stock on December 6, 2019. In accordance with the registrant's Equity Award and Incentive Plan, holders of stock units received additional stock units equivalent to $0.65 per stock unit held on December 6, 2019.

10. Includes 8 stock units received as a result of a regular cash dividend of $0.65 per share paid on December 20, 2019 to holders of registrant's common stock on December 6, 2019. In accordance with the registrant's Equity Award and Incentive Plan, holders of stock units received additional stock units equivalent to $0.65 per stock unit held on December 6, 2019.

11. Includes 11 stock units received as a result of a regular cash dividend of $0.65 per share paid on December 20, 2019 to holders of registrant's common stock on December 6, 2019. In accordance with the registrant's Equity Award and Incentive Plan, holders of stock units received additional stock units equivalent to $0.65 per stock unit held on December 6, 2019.

Remarks:

	/s/ Brian M. Hall on behalf of Nick C. Fletcher	03/03/2020
	** 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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