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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

GRATZ JAY M

(Last)

(First)

(Middle)

C/O TREX COMPANY, INC.

160 EXETER DRIVE

(Street)

WINCHESTER

22603-8605

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TREX CO INC [ TREX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2014

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	08/11/2014		M⁽¹⁾		1,860	A	$12.645	8,616	D
Common Stock	08/11/2014		M⁽¹⁾		432	A	$10.815	9,048	D
Common Stock	08/11/2014		M⁽¹⁾		1,044	A	$10.01	10,092	D
Common Stock	08/11/2014		M⁽¹⁾		2,568	A	$9.025	12,660	D
Common Stock	08/11/2014		M⁽¹⁾		1,246	A	$8.47	13,906	D
Common Stock	08/11/2014		D		1,995	D	$36.31	11,911	D
Common Stock	08/12/2014		S⁽²⁾		5,155	D	$36	6,756	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)
Stock Appreciation Right	$12.645	08/11/2014		M⁽¹⁾			1,860	02/22/2007	02/22/2017	Common Stock	1,860	$0	0	D
Stock Appreciation Right	$10.815	08/11/2014		M⁽¹⁾			432	04/02/2007	04/02/2017	Common Stock	432	$0	0	D
Stock Appreciation Right	$10.01	08/11/2014		M⁽¹⁾			1,044	07/02/2007	07/02/2017	Common Stock	1,044	$0	0	D
Stock Appreciation Right	$9.025	08/11/2014		M⁽¹⁾			2,568	07/18/2007	07/18/2017	Common Stock	2,568	$0	0	D
Stock Appreciation Right	$8.47	08/11/2014		M⁽¹⁾			1,246	10/01/2008	10/01/2018	Common Stock	1,246	$0	0	D

Explanation of Responses:

1. Stock Appreciation Rights (SARs) are being exercised pursuant to a Rule 10b5-1 Exercise plan adopted by the reporting person on February 25, 2014.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Sales plan adopted by the reporting person on February 25, 2014.

	/s/ William R. Gupp by power of attorney	08/12/2014
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.