Sec Form 4 Filing - Hamilton Marcus D @ FLEXSTEEL INDUSTRIES INC - 2020-01-01

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 Hamilton Marcus D 2. Issuer Name and Ticker or Trading Symbol FLEXSTEEL INDUSTRIES INC [ FLXS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) P.O. BOX 877 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2020 (Street) DUBUQUE, IA52004 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 01/01/2020 M 8,000 A 21,162 D Common Stock 01/01/2020 F 2,785 ( 4 ) ( 6 ) D 18,377 D Common Stock 01/01/2020 F 559 ( 1 ) ( 2 ) D $ 19.92 17,818 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 Restricted Stock Units ( 7 ) 01/01/2020 M 8,000 ( 4 ) ( 4 ) Common Stock 8,000 ( 7 ) 29,462 ( 3 ) ( 4 ) ( 5 ) D Option 09/13/2018 $ 32.8 09/13/2018 09/13/2028 Common Stock 2,286 2,286 D Option 01/15/2019 $ 24.98 ( 8 ) 01/15/2029 Common Stock 18,324 18,324 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hamilton Marcus D P.O. BOX 877 DUBUQUE, IA52004 Chief Financial Officer Signatures /s/ Dena A. Lang, attorney-in-fact 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 07/01/2019, 5,691 shares of restricted stock were granted. The restricted stock vests in three installments. On January 1, 2020, 33 1/3% vested, on July 1, 2020, 33 1/3% shall vest, and on January 1, 2021, 33 1/3% shall vest. Vested shares will be delivered to the reporting person on these dates of each respective year. ( 2 )Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock. ( 3 )On 07/02/2018, 12,526 restricted stock units were granted. These restricted stock units vest in three installments. On July 1, 2019, 33 1/3% vested, on July 1, 2020, 33 1/3% shall vest, and on July 1, 2021, 33 1/3% shall vest. Vested shares will be delivered to the reporting person on these dates of each respective year. ( 4 )On 07/01/2019, 24,000 restricted stock units were granted. These restricted stock units vest in three installments. On January 1, 2020, 33 1/3% vested, on July 1, 2020, 33 1/3% shall vest, and on January 1, 2021, 33 1/3% shall vest. Vested shares will be delivered to the reporting person on these dates of each respective year. ( 5 )On 07/19/2019, 5,112 restricted stock units were granted. These restricted stock units vest on June 30, 2022. ( 6 )Shares withheld to satisfy tax withholding obligations upon vesting of restricted stock units. ( 7 )Each restricted stock unit represents a contingent right to receive one share of FLXS common stock. ( 8 )The options vest in three installments. On January 15, 2019, 6,108 options vested, on January 15, 2020, 6,108 options shall vest, and on January 15, 2021, 6,108 options shall vest.

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).

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