Sec Form 4 Filing - STOWELL RONALD S @ LSI INDUSTRIES INC - 2016-03-08

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 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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1. Name and Address of Reporting Person STOWELL RONALD S 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) VP, CFO and Treasurer (Last) (First) (Middle) C/O LSI INDUSTRIES INC., 10000 ALLIANCE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/08/2016 (Street) CINCINNATI, OH45242 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Shares ( 1 ) 68,705 D Common Shares 03/08/2016 M 22,000 A $ 5.21 38,376 D Common Shares 03/08/2016 S 22,000 D $ 11.2 16,376 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option to Buy ( 4 ) $ 5.21 03/08/2016 M 22,000 ( 3 ) 08/19/2020 Common Shares 22,000 $ 0 0 D Option to Buy ( 4 ) $ 6.81 ( 3 ) 11/20/2024 Common Shares 40,000 40,000 D Option to Buy ( 4 ) $ 7.2 ( 3 ) 08/22/2023 Common Shares 50,000 50,000 D Option to Buy ( 4 ) $ 6.58 ( 2 ) 08/15/2022 Common Shares 40,000 40,000 D Opton to Buy ( 4 ) $ 17.6 ( 3 ) 08/24/2016 Common Shares 20,000 20,000 D Option to Buy ( 4 ) $ 19.76 ( 3 ) 08/24/2017 Common Shares 25,000 25,000 D Option to Buy ( 4 ) $ 8.98 ( 3 ) 08/22/2018 Common Shares 30,000 30,000 D Option to Buy ( 4 ) $ 8.4 ( 3 ) 08/21/2019 Common Shares 45,000 45,000 D Option to Buy ( 4 ) $ 9.39 ( 3 ) 07/01/2025 Common Shares 40,000 40,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STOWELL RONALD S C/O LSI INDUSTRIES INC. 10000 ALLIANCE ROAD CINCINNATI, OH45242 VP, CFO and Treasurer Signatures /s/ F. Mark Reuter as Attorney in Fact for Ronald S. Stowell 03/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Common Shares held in the LSI Industries Inc. Non-Qualified Deferred Compensation Plan. ( 2 )Options granted vest on the anniversary of the grant date, 9.2% in 2005, 40% in 2007 and 10.8% in 2008. ( 3 )The options vest at a rate of 25% per year beginning on the first anniversary of the grant date. ( 4 )These holdings have been previously reported on Form 4.

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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