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* Armes Joseph B (Last) (First) (Middle) 5420 LYNDON B JOHNSON FWY STE. 500 (Street) DALLAS TX 75240-1007 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CSW INDUSTRIALS, INC. [ CSWI ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman, President & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 08/16/2021
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/16/2021		M(1)		16,000	A	$25.23	96,481	D
Common Stock	08/16/2021		S(1)		13,910	D	$129.56(2)	82,571	D
Common Stock	08/16/2021		S(1)		2,090	D	$130.39(3)	80,481	D
Common Stock	08/16/2021		M(4)		5,000	A	$25.23	85,481	D
Common Stock	08/16/2021		G(5)		5,000	D	$0	80,481	D
Common Stock	08/16/2021		S(6)		17,550	D	$129.54(7)	62,931	D
Common Stock	08/16/2021		S(8)		200	D	$128.35(9)	62,731	D
Common Stock								9,502	I	JBA Family Partners, L.P.

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (right to buy)	$25.23	08/16/2021		M(1)			16,000	12/30/2015	08/28/2024	Common Stock	16,000	$0	47,413	D
Option (right to buy)	$25.23	08/16/2021		M(4)			5,000	12/30/2015	08/28/2024	Common Stock	5,000	$0	42,413	D
Restricted Stock Units	(10)							(10)	(10)	Common Stock	19,685		19,685	D
Performance Rights	(11)							(11)	(11)	Common Stock	27,559		27,559	D
Performance Rights	(12)							(12)	(12)	Common Stock	31,860		31,860	D

Explanation of Responses:

1. Reflects the broker-assisted cashless exercise and sale of non qualified stock options.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.05 to $130.01, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.15 to $130.72, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

4. Reflects the exercise of non qualified stock options and retention of the underlying shares, through which the reporting person remitted cash to the issuer in satisfaction of the exercise price.

5. Represents shares donated by the Reporting Person to a charitable donor advised fund.

6. The transaction reported includes the sale of 1,800 shares of common stock effected pursuant to a 10b5-1 trading plan established by the reporting person on August 15, 2019.

7. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $129.10 to $129.98, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

8. The transaction reported was effected pursuant to a 10b5-1 trading plan established by the reporting person on August 15, 2019.

9. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $128.18 to $128.51, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.

10. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock at vesting. 40% of the restricted stock units vest no earlier than April 26, 2025 upon the successful recruitment and hiring of a successor Chief Executive Officer; the remaining 60% vest upon the successful first employment anniversary of a successor Chief Executive Officer.

11. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest in three equal amounts, at a rate between 0% and 200%, during three performance cycles ending on each of March 31, 2025, 2026, and 2027 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

12. Each performance right represents a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vest at a rate between 0% and 200% during a three-year performance cycle ending on each of March 31, 2022, 2023 and 2024 based on the issuer's relative total shareholder return in comparison to the total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights may be settled, at the issuer's discretion, in cash or shares of common stock.

Remarks:

	/s/Luke E. Alverson, Attorney in Fact	08/17/2021
	** 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).
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