FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5                       
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Armes Joseph B
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
(Last)          (First)          (Middle)

5420 LYNDON B JOHNSON FWY, STE. 500
3. Date of Earliest Transaction (MM/DD/YYYY)

11/22/2021
(Street)

DALLAS, TX 75240-1007
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 11/22/2021  M(1)  9522 A$25.23 67206 D  
Common Stock 11/22/2021  S(1)  6000 D$138.10 (2)61206 D  
Common Stock 11/22/2021  S(1)  3522 D$139.69 (3)57684 D  
Common Stock         9502 I JBA Family Partners, L.P. 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Option (right to buy) $25.23 11/22/2021  M (1)    9522  12/30/2015 8/28/2024 Common Stock 9522.0 $0 10800 D  
Restricted Stock Units  (4)           (4) (4)Common Stock 19685.0  19685 D  
Performance Rights  (5)           (5) (5)Common Stock 27559.0  27559 D  
Performance Rights  (6)           (6) (6)Common Stock 31860.0  31860 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 $138.00 to $138.97, 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 $139.02 to $139.55, 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) 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.
(5) 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.
(6) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Armes Joseph B
5420 LYNDON B JOHNSON FWY
STE. 500
DALLAS, TX 75240-1007
X
Chairman, President & CEO

Signatures
/s/Luke E. Alverson, Attorney in Fact11/24/2021
**Signature of Reporting PersonDate

CSW Industrials (NASDAQ:CSWI)
Historical Stock Chart
From Jun 2024 to Jul 2024 Click Here for more CSW Industrials Charts.
CSW Industrials (NASDAQ:CSWI)
Historical Stock Chart
From Jul 2023 to Jul 2024 Click Here for more CSW Industrials Charts.