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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Deferred Stock Units | $ 0 (6) | 02/10/2016 | M | 3,819.32 (1) | 02/10/2016 | 02/10/2016 | Common Stock | 3,820 | $ 0 (6) | 59,405.41 | D | ||||
Deferred Stock Units | $ 0 (6) | 02/10/2016 | A | 2,656.71 (7) | 03/01/2017 | 03/01/2017 | Common Stock | 2,657 | $ 0 (6) | 62,062.12 | D | ||||
Deferred Stock Units | $ 0 (6) | 02/10/2016 | A | 11,645.78 | 03/01/2017(8) | 03/01/2019(8) | Common Stock | 11,646 | $ 0 (6) | 73,707.9 | D | ||||
Performance Stock Awards | $ 0 | 02/10/2016 | M | 12,400.4 (2) (3) | 02/10/2016 | 02/10/2017 | Common Stock | 12,401 | $ 0 | 73,913.92 | D | ||||
Performance Stock Awards | $ 0 | 02/10/2016 | M | 24,709.65 (4) (5) | 02/10/2016 | 02/10/2016 | Common Stock | 24,710 | $ 0 | 49,204.27 | D | ||||
Performance Stock Awards | $ 0 | 02/10/2016 | A | 23,644.47 (9) | 03/01/2019 | 03/01/2019 | Common Stock | 23,645 | $ 0 | 72,848.74 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mereness Scott T C/O DREW INDUSTRIES INCORPORATED 3501 COUNTY ROAD 6 EAST ELKHART, IN 46514 |
President |
/s/ Robert A. Kuhns on behalf of Scott T. Mereness | 02/12/2016 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Performance-based Deferred Stock Units vested based on growth in earnings per share and converted to Common Stock in accordance with their terms. |
(2) | Shares of Common Stock were issued to Mr. Mereness in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated March 4, 2013. The sale of these shares of Common Stock is restricted for a period of one year from the award date. |
(3) | Includes 400 shares received as a result of a special cash dividend of $2.00 per share paid to holders of registrant's common stock on April 10, 2015. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $2.00 per deferred stock unit held on April 10, 2015. |
(4) | Shares of Common Stock were issued to Mr. Mereness in accordance with his Amended and Restated Executive Employment and Non-Competition Agreement dated March 4, 2013. |
(5) | Includes 1,709 shares received as a result of a special cash dividend of $2.00 per share paid to holders of registrant's common stock on April 10, 2015. In accordance with the registrant's Equity Award and Incentive Plan, holders of deferred stock units received additional deferred stock units equivalent to $2.00 per deferred stock unit held on April 10, 2015. |
(6) | Each Deferred Stock Unit represents a contingent right to receive one share of DW Common Stock. |
(7) | Deferred Stock Units were granted to Mr. Mereness in lieu of cash compensation of $146,690 in accordance with his Executive Employment Agreement dated February 26, 2015 and related 2015 Management Incentive Plan. |
(8) | These Deferred Stock Units vest on March 1 at the rate of one third per year for 3 years. |
(9) | These Performance Stock Awards represent a contingent right to receive shares of DW Common Stock based on cumulative growth in earnings per share over two years, and vesting on March 1, 2019. |