SEC FORM 5 SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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: 3235-0362
Estimated average burden
hours per response: 1.0
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported.
X
Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
Cox James Mitchell

(Last) (First) (Middle)
C/O TREX COMPANY, INC
160 EXETER DRIVE

(Street)
WINCHESTER VA 22603-8605

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TREX CO INC [ TREX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President, Sales
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
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 at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Common Stock 08/16/2012 M4 9,700 A $24.17 129,047 D
Common Stock 08/16/2012 M4 6,825 A $25.37 135,872 D
Common Stock 08/16/2012 M4 3,413 A $25.37 139,285 D
Common Stock 08/16/2012 M4 37,049 A $9.14 176,334 D
Common Stock 08/16/2012 M4 21,519 A $13.44 197,853 D
Common Stock 08/16/2012 M4 9,948 A $17.41 207,801 D
Common Stock 08/16/2012 M4 3,515 A $26.2 211,316 D
Common Stock 08/16/2012 D4 47,172 D $29.41 164,144 D
Common Stock 08/16/2012 F4(1) 18,810 D $29.41 145,334 D
Common Stock 08/16/2012 S4 16,909 D $29.51 128,425 D
Common Stock 08/16/2012 S4 10,000 D $29.61 118,425 D
Common Stock 08/17/2012 S4 35,862 D $29.97 82,563 D
Common Stock 08/28/2012 S4 4,044 D $30.14 78,519 D
Common Stock 08/29/2012 S4 3,185 D $30.14 75,334 D
Common Stock 08/29/2012 S4 7,553 D $30.29 67,781 D
Common Stock 08/31/2012 S4 12,447 D $30.29 55,334 D
Common Stock 08/31/2012 S4 20,000 D $30.77 35,334 D
Common Stock 09/13/2012 S4 6,419 D $33.26 28,915 D
Common Stock 09/13/2012 S4 10,000 D $33.04 18,915 D
Common Stock 09/13/2012 S4 359 D $33.5 18,556 D
Common Stock 09/13/2012 S4 18,556 D $33.5 0 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Appreciation Right(2) $24.17 08/16/2012 4M 9,700 05/07/2009 02/08/2016 Common Stock 9,700 $0 0 D
Stock Appreciation Right(2) $25.37 08/16/2012 4M 6,825 05/07/2009 02/21/2017 Common Stock 6,825 $0 0 D
Stock Appreciation Right(2) $25.37 08/16/2012 4M 3,413 02/21/2010 02/21/2017 Common Stock 3,413 $0 0 D
Stock Appreciation Right(2) $9.14 08/16/2012 4M 37,049 05/07/2011 05/07/2018 Common Stock 37,049 $0 0 D
Stock Appreciation Right(2) $13.44 08/16/2012 4M 21,519 02/18/2010 02/18/2019 Common Stock 21,519 $0 0 D
Stock Appreciation Right(3) $17.41 08/16/2012 4M 9,948 02/17/2011 02/17/2020 Common Stock 9,948 $0 4,972 D
Stock Appreciation Right(3) $26.2 08/16/2012 4M 3,515 02/16/2012 02/16/2022 Common Stock 3,515 $0 7,029 D
Explanation of Responses:
1. 18,810 shares are being surrendered as allowed by the Company's 2005 Stock Incentive Plan to cover the payment of taxes currently due on the exercise of SARs.
2. This stock appreciation right is fully exercisable.
3. This stock appreciation right becomes exercisable in three equal annual installments beginning on the first anniversary of the grant date.
/s/ William R. Gupp by power of attorney 11/26/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.