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*
GIORDANO JOSEPH S III

(Last) (First) (Middle)
C/O DREW INDUSTRIES INCORPORATED
3501 COUNTY ROAD 6 EAST

(Street)
ELKHART IN 46514

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DREW INDUSTRIES INC [ DW ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CFO & Treasurer
3. Date of Earliest Transaction (Month/Day/Year)
02/26/2015
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 02/26/2015 M 10,000 A $15.49 19,888 D
Common Stock 02/26/2015 S 10,000 D $60.13(1) 9,888 D
Common Stock 02/26/2015 S 6,000 D $60.04(2) 3,888 D
Common Stock 02/26/2015 M 3,743(3) A $0 7,631 D
Common Stock 02/26/2015 F 1,212 D $60.24 6,419 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Options $15.49 02/26/2015 M 10,000 11/18/2010(4) 11/18/2015(4) Common Stock 10,000 $0 15,000 D
Deferred Stock Units $0.0(5) 02/26/2015 M 3,742.72(3) 02/26/2015 02/26/2015 Common Stock 3,743 $0(5) 43,610.01 D
Deferred Stock Units $0.0(5) 02/26/2015 A 649.36(6) 02/26/2018 02/26/2018 Common Stock 650 $0(5) 44,259.37 D
Explanation of Responses:
1. This transaction was executed at one price of $60.13.
2. This transaction was executed at one price of $60.04.
3. Performance-based Deferred Stock Units vested based on growth in earnings per share in accordance with their terms.
4. Employee Stock Options become exercisable at the rate of 20% per year for 5 years.
5. Each Deferred Stock Unit represents a contingent right to receive one share of DW Common Stock.
6. Deferred Stock Units were granted to Mr. Giordano in lieu of cash compensation of $39,150 in accordance with his Executive Employment and Non-Competition Agreement dated February 10, 2012, as amended April 10, 2013.
Remarks:
/s/ Joseph S. Giordano III 03/02/2015
** 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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