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^*

Galeese James E

(Last)

(First)

(Middle)

LSI INDUSTRIES INC.

10000 ALLIANCE RD

(Street)

CINCINNATI

45242

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LSI INDUSTRIES INC [ LYTS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive VP; CFO

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2024

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 Shares⁽¹⁾								68,316	D
Common Shares⁽²⁾	10/07/2024		M		5,323	A	$16.5	137,534	D
Common Shares⁽²⁾	10/07/2024		F		1,869	D	$16.5	134,788	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)
Option to Buy⁽³⁾	$9.15							⁽⁴⁾	06/12/2027	Common Shares	60,000		32,874	D
Option to Buy⁽³⁾	$5.92							⁽⁴⁾	08/17/2027	Common Shares	38,000		21,701	D
Option to Buy⁽³⁾	$4.94							⁽⁴⁾	08/16/2028	Common Shares	43,898		38,386	D
Option to Buy⁽³⁾	$3.83							⁽⁴⁾	08/21/2029	Common Shares	75,606		75,606	D
Option to Buy⁽³⁾	$6.8							⁽⁴⁾	08/19/2030	Common Shares	22,586		22,586	D

Explanation of Responses:

1. Common Shares held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan.

2. On October 8, 2021, the Reporting Person reported Issuer's grant of restricted stock units (RSUs) which vest in three equal annual installments. This Form 4 reports the annual vesting of the RSUs and withholding of shares by Issuer for the Reporting Person's tax obligations and updates end of period holdings.

3. These holdings have previously been reported on Form 4.

4. The options vest ratably over a three year time period.

	/s/ F. Mark Reuter as Attorney-in-Fact for James E. Galeese	10/09/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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