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^*

Hall Brian Michael

(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)
	EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2021

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	03/01/2021		M		1,532	A	$143.54	12,223	D
Common Stock	03/01/2021		F		465	D	$0	11,758	D
Common Stock	03/01/2021		M		228	A	$143.54	11,986	D
Common Stock	03/01/2021		M		1,076	A	$143.54	13,062	D
Common Stock	03/01/2021		F		69	D	$0	12,993	D
Common Stock	03/01/2021		F		326	D	$0	12,667	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)
Restricted Stock Unit	⁽¹⁾	03/01/2021		M			228⁽²⁾	⁽³⁾	⁽⁴⁾	Common Stock	228	$143.54	0	D
Performance Stock Unit	⁽¹⁾	03/01/2021		D			128⁽⁵⁾⁽⁶⁾	03/01/2021	03/01/2021	Common Stock	128	$0	1,532	D
Performance Stock Unit	⁽¹⁾	03/01/2021		M			1,532⁽⁷⁾	03/01/2021	03/01/2021	Common Stock	1,532	$143.54	0	D
Restricted Stock Unit	⁽¹⁾	03/01/2021		M			1,076⁽⁸⁾	⁽³⁾	⁽⁴⁾	Common Stock	1,076	$143.54	2,151⁽⁹⁾	D
Restricted Stock Unit	⁽¹⁾	03/01/2021		A		3,006⁽¹⁰⁾		⁽³⁾	⁽⁴⁾	Common Stock	3,006	$0	3,006	D
Performance Stock Unit	⁽¹⁾	03/01/2021		A		4,508⁽¹¹⁾		03/01/2024	03/01/2024	Common Stock	4,508	$0	4,508	D
Performance Stock Unit	⁽¹⁾							03/07/2022	03/07/2022	Common Stock	3,868		3,868⁽¹²⁾	D
Restricted Stock Unit	⁽¹⁾							⁽³⁾	⁽⁴⁾	Common Stock	1,719		1,719⁽¹³⁾	D
Restricted Stock Unit	⁽¹⁾							⁽³⁾	⁽⁴⁾	Common Stock	2,578		2,578⁽¹⁴⁾	D
Performance Stock Unit	⁽¹⁾							03/01/2023	03/01/2023	Common Stock	4,840		4,840⁽¹⁵⁾	D

Explanation of Responses:

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

2. Includes 6 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

3. No exercisable date for this type of award.

4. No expiration date for this type of award.

5. Includes 4 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

6. Represents Performance Stock Units that were forfeited due to the Company not achieving the performance target on Earnings Before Interest, Taxes, Depreciation, and Amortization performance goals in 2020.

7. Includes 44 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

8. Includes 31 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

9. Includes 62 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

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

11. 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 2022, with a one-year hold period. Earned PSUs, if any, will vest on March 1, 2024.

12. Includes 111 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

13. Includes 49 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

14. Includes 74 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

15. Includes 139 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) March 20, 2020, June 19, 2020, September 18, 2020, and December 18, 2020 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

Remarks:

	/s/ Brian M. Hall	03/03/2021
	** Signature of Reporting Person	Date
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