Sec Form 4/A Filing - Clark Donald Jeff @ WINNEBAGO INDUSTRIES INC - 2021-08-31

FORM 4/A 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 Clark Donald Jeff 2. Issuer Name and Ticker or Trading Symbol WINNEBAGO INDUSTRIES INC [ WGO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President - Grand Design (Last) (First) (Middle) WINNEBAGO INDUSTRIES, INC., P.O. BOX 152 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2021 (Street) FOREST CITY, IA50436 4. If Amendment, Date Original Filed (MM/DD/YY) 09/02/2021 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 Stock, $.50 par value 08/31/2021 A 90,970 ( 1 ) A $ 65.96 660,457 I By Family LLC

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clark Donald Jeff WINNEBAGO INDUSTRIES, INC. P.O. BOX 152 FOREST CITY, IA50436 President - Grand Design Signatures /s/ Stacy Bogart, Senior Vice President, General Counsel, Secretary and Corporate Responsibility 10/14/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This Form 4/A is filed solely to correct the description of the transaction through which the reported shares were acquired. The reporting person acquired these securities on August 31, 2021 as consideration when the Issuer acquired the reporting person's equity interests in Barletta Boat Company, LLC and Three Limes, LLC pursuant to the terms of an Equity Purchase Agreement dated July 19, 2021 between the Issuer and certain parties, including the reporting person. The reporting person is entitled to receive additional shares of Issuer common stock pursuant to certain earn-out rights, which became fixed and irrevocable on August 31, 2021, contingent upon achievement of certain financial performance metrics over the next few years, and the number of shares will be determined based on a weighted average share price calculation as set forth in the Equity Purchase Agreement.

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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