Sec Form 4 Filing - Sullivan Don @ CSW INDUSTRIALS, INC. - 2020-04-03

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 Sullivan Don 2. Issuer Name and Ticker or Trading Symbol CSW INDUSTRIALS, INC. [ CSWI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SVP & GM, Ind. Products (Last) (First) (Middle) 5420 LBJ FREEWAY, SUITE 500 3. Date of Earliest Transaction (MM/DD/YY) 04/03/2020 (Street) DALLAS, TX75240 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 Stock 04/06/2020 M 6,050 A $ 0 20,813 D Common Stock 04/06/2020 F 2,365 D $ 59.34 18,448 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 Performance Rights ( 1 ) 04/03/2020 A 3,945 ( 1 ) ( 1 ) Common Stock 3,945 $ 0 12,098 D Performance Rights ( 2 ) 04/06/2020 M 3,000 ( 2 ) ( 2 ) Common Stock 3,000 $ 0 9,098 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sullivan Don 5420 LBJ FREEWAY SUITE 500 DALLAS, TX75240 SVP & GM, Ind. Products Signatures /s/Luke E. Alverson, Attorney in Fact 04/06/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 beginning on April 1, 2020 and ending on March 31, 2023 based on the issuer's relative 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. ( 2 )Each performance right represented a contingent right to receive one share of the issuer's common stock at vesting. The performance rights vested at a rate between 0% and 200% during a three-year performance cycle ending on March 31, 2020 based on the issuer's relative total shareholder return performance among the Russell 2000 Index over the performance cycle. The performance rights, along with accrued dividend equivalent units, vested at 200% of the target award amount and were settled in shares of common stock pursuant to the award agreement terms.

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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