Sec Form 4 Filing - Newlin Timothy Patrick @ FLEXSTEEL INDUSTRIES INC - 2021-01-01

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Newlin Timothy Patrick 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) VP-Marketing & Product (Last) (First) (Middle) P.O. BOX 877 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2021 (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 01/01/2021 M 8,333 ( 1 ) A 26,378 D Common Stock 01/01/2021 F 2,731 ( 3 ) D 23,647 D Common Stock 01/01/2021 F 475 ( 3 ) ( 4 ) D $ 34.97 23,172 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 ( 2 ) 01/01/2021 M 8,333 ( 1 ) ( 1 ) Common Stock 8,333 ( 2 ) 12,058 ( 5 ) ( 6 ) ( 7 ) D Option 12/09/2013 $ 27.57 12/09/2013 12/09/2023 Common Stock 500 500 D Option 12/08/2014 $ 31.06 12/08/2014 12/08/2024 Common Stock 500 500 D Option 07/01/2015 $ 43.09 07/01/2015 07/01/2025 Common Stock 464 464 D Option 09-01-2016 $ 47.45 09/01/2016 09/01/2026 Common Stock 737 737 D Option 09/08/2017 $ 45.21 09/08/2017 09/08/2027 Common Stock 1,105 1,105 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 6,020 6,020 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Newlin Timothy Patrick P.O. BOX 877 DUBUQUE, IA52004 VP-Marketing & Product Signatures /s/ Jennifer Zeman, attorney-in-fact 01/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 07/01/2019, 25,000 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% vested, and on January 1, 2021, 33 1/3% vested. ( 2 )Each restricted stock unit represents a contingent right to receive one share of FLXS common stock. ( 3 )Represents shares withheld to satisfy tax withholding obligations upon vesting of restricted stock. ( 4 )On 07/01/2019, 4,691 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% vested, and on January 1, 2021, 33 1/3% vested. ( 5 )On 07/02/2018, 6,263 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% vested, and on July 1, 2021, 33 1/3% shall vest. Vested shares will be delivered to the reporting person on July 1 of each respective year. ( 6 )On 07/01/2020, 5,995 restricted stock units were granted. The restricted stock units vest on June 30, 2023. ( 7 )On 07/19/2019, 3,976 restricted stock units were granted. These restricted stock units vest on June 30, 2022. ( 8 )The options vest in three installments. On January 15, 2019, 2,007 options vested, on January 15, 2020, 2,007 options vested, and on January 15, 2021, 2,006 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).

** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.