Form 4 - Statement of changes in beneficial ownership of securities

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

LIPPERT JASON

(Last)

(First)

(Middle)

C/O LCI INDUSTRIES

3501 COUNTY ROAD 6 EAST

(Street)

ELKHART

46514-7663

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LCI INDUSTRIES [ LCII ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

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	03/01/2024		M		5,386	A	$126.61	349,823	D
Common Stock	03/01/2024		M		6,397	A	$126.61	356,220	D
Common Stock	03/01/2024		M		6,934	A	$126.61	363,154	D
Common Stock	03/01/2024		M		48,473	A	$126.61	411,627	D
Common Stock	03/01/2024		F		28,482	D	$0	383,145	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)
Restricted Stock Unit	⁽¹⁾	03/01/2024		M			5,386⁽²⁾	⁽³⁾	03/01/0024	Common Stock	5,386	$126.61	0	D
Restricted Stock Unit	⁽¹⁾	03/01/2024		M			6,397⁽⁴⁾	⁽⁵⁾	03/01/0025	Common Stock	6,397	$126.61	6,398⁽⁶⁾	D
Restricted Stock Unit	⁽¹⁾	03/01/2024		M			6,934⁽⁷⁾	⁽⁸⁾	03/01/0026	Common Stock	6,934	$126.61	13,868⁽⁹⁾	D
Restricted Stock Unit	⁽¹⁾	03/01/2024		A		21,109		⁽¹⁰⁾	03/01/2027	Common Stock	21,109	$0	21,109	D
Performance Stock Unit	⁽¹⁾	03/01/2024		A		24,237⁽¹¹⁾		03/01/2024	03/01/2024	Common Stock	24,237	$0	48,473⁽¹²⁾	D
Performance Stock Unit	⁽¹⁾	03/01/2024		M			48,473	03/01/2024	03/01/2024	Common Stock	48,473	$126.61	0	D
Performance Stock Unit	⁽¹⁾							03/01/2025	03/01/2025	Common Stock	38,385		38,385⁽¹³⁾	D
Performance Stock Unit	⁽¹⁾							03/01/2026	03/01/2026	Common Stock	44,202		44,202⁽¹⁴⁾	D
Performance Stock Unit	⁽¹⁾	03/01/2024		A		31,664⁽¹⁵⁾		03/01/2027	03/01/2027	Common Stock	31,664	$0	31,664	D

Explanation of Responses:

1. Each Stock Unit represents a contingent right to receive one share of LCII Common Stock.

2. Includes 190 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) December 15, 2023, September 15, 2023, June 16, 2023, and March 24, 2023 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

3. These restricted stock units vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2021.

4. Includes 225 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) December 15, 2023, September 15, 2023, June 16, 2023, and March 24, 2023 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

5. These restricted stock units vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2022.

6. Includes 224 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) December 15, 2023, September 15, 2023, June 16, 2023, and March 24, 2023 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

7. Includes 243 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) December 15, 2023, September 15, 2023, June 16, 2023, and March 24, 2023 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

8. These restricted stock units vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2023.

9. Includes 487 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) December 15, 2023, September 15, 2023, June 16, 2023, and March 24, 2023 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

10. These restricted stock units vest ratably each year on the first through third anniversaries of the grant date, which was March 1, 2024.

11. Represents Performance Stock Units that were earned due to the Company achieving certain Return on Invested Capital performance goals at the end of 2022.

12. Includes 1,701 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) December 15, 2023, September 15, 2023, June 16, 2023, and March 24, 2023 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

13. Includes 1,346 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) December 15, 2023, September 15, 2023, June 16, 2023, and March 24, 2023 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

14. Includes 1,550 stock unit(s) received as a result of regular cash dividends paid on reported payment date(s) December 15, 2023, September 15, 2023, June 16, 2023, and March 24, 2023 to holders of registrant's common stock on the related reported record date(s). In accordance with the registrant's 2018 Omnibus Incentive Plan for underlying units granted under that plan, holders of stock units on the reported dividend record date(s) received additional dividend equivalent stock unit(s) subject to the same terms and conditions as the underlying stock units held on the reported record date(s).

15. These Performance Stock Units ("PSUs") represent a contingent right to receive shares of LCII Common Stock, if and to the extent certain Return on Invested Capital performance goals are achieved by the end of 2026. Earned PSUs, if any, will vest on March 1, 2027.

Remarks:

	/s/ Lillian D. Etzkorn on behalf of Jason D. Lippert	03/05/2024
	** 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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