X0305 4 2012-05-21 0000763744 DREW INDUSTRIES INC DW 0001059270 Rose Edward W. III C/O DREW INDUSTRIES INCORPORATED 200 MAMARONECK AVENUE WHITE PLAINS NY 10601 1 Common Stock 2012-05-21 4 S 0 20000 26.34 D 130143 I As trustee of Cardinal Investment Company Profit Sharing Plan. Common Stock 2012-05-22 4 S 0 20000 26.47 D 110143 I As trustee of Cardinal Investment Company Profit Sharing Plan. Common Stock 27840 I Shares held by wife Common Stock 200000 I Shares held in a trust for wife The sales by the Cardinal Investment Company, Inc. Profit Sharing Plan (the "Plan") were made in connection with the anticipated termination of the Plan. The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for the purpose of Section 16 or for any other purpose. This transaction was executed in multiple trades at prices ranging from $26.25 to $26.67; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. This transaction was executed in multiple trades at prices ranging from $26.15 to $26.93; the price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide full information regarding the number of shares and prices at which the transactions were effected upon request to the SEC staff, the issuer, or a security holder of the issuer. /s/ Joseph S. Giordano III on behalf of Edward W. Rose III 2012-05-23