Edgar Filing: KAPLAN RONALD W

Ownership Submission

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 OF SECURITIES

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:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KAPLAN RONALD W

2. Issuer Name and Ticker or Trading Symbol
TREX CO INC [TREX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

C/O TREX COMPANY, INC., 160 EXETER DRIVE

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2011

(Street)

WINCHESTER, VA 22603-8605

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/01/2011		M⁽¹⁾		16,173	A	$ 8.8	134,848	D
Common Stock	04/01/2011		D		4,270	D	$ 33.33	130,578	D
Common Stock	04/01/2011		F⁽²⁾		5,025	D	$ 33.33	125,553	D
Common Stock	04/01/2011		S⁽⁴⁾		100	D	$ 32.8	125,453	D
Common Stock	04/01/2011		S⁽⁴⁾		100	D	$ 32.82	125,353	D
Common Stock	04/01/2011		S⁽⁴⁾		100	D	$ 32.84	125,253	D
Common Stock	04/01/2011		S⁽⁴⁾		200	D	$ 32.86	125,053	D
Common Stock	04/01/2011		S⁽⁴⁾		100	D	$ 32.88	124,953	D
Common Stock	04/01/2011		S⁽⁴⁾		417	D	$ 32.9	124,536	D
Common Stock	04/01/2011		S⁽⁴⁾		100	D	$ 32.93	124,436	D
Common Stock	04/01/2011		S⁽⁴⁾		100	D	$ 32.96	124,336	D
Common Stock	04/04/2011		S⁽⁴⁾		1,040	D	$ 33.16	123,296	D
Common Stock	04/04/2011		S⁽⁴⁾		460	D	$ 33.17	122,836	D
Common Stock	04/04/2011		S⁽⁴⁾		17	D	$ 33.175	122,819	D
Common Stock	04/04/2011		S⁽⁴⁾		600	D	$ 33.18	122,219	D
Common Stock	04/04/2011		S⁽⁴⁾		200	D	$ 33.185	122,019	D
Common Stock	04/04/2011		S⁽⁴⁾		500	D	$ 33.19	121,519	D
Common Stock	04/04/2011		S⁽⁴⁾		100	D	$ 33.1925	121,419	D
Common Stock	04/04/2011		S⁽⁴⁾		200	D	$ 33.2	121,219	D
Common Stock	04/04/2011		S⁽⁴⁾		100	D	$ 33.21	121,119	D
Common Stock	04/04/2011		S⁽⁴⁾		483	D	$ 33.22	120,636	D
Common Stock	04/04/2011		S⁽⁴⁾		100	D	$ 33.2325	120,536	D
Common Stock	04/04/2011		S⁽⁴⁾		2,173	D	$ 33.24	118,363	D
Common Stock	04/04/2011		S⁽⁴⁾		100	D	$ 33.245	118,263	D
Common Stock	04/04/2011		S⁽⁴⁾		300	D	$ 33.2475	117,963	D
Common Stock	04/04/2011		S⁽⁴⁾		200	D	$ 33.249	117,763	D
Common Stock	04/04/2011		S⁽⁴⁾		305	D	$ 33.25	117,458	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Appreciation Right

$ 8.8

04/01/2011

M⁽¹⁾

16,173

01/07/2009⁽³⁾

01/07/2018

Common Stock

16,173

$ 0

89,704

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KAPLAN RONALD W C/O TREX COMPANY, INC. 160 EXETER DRIVE WINCHESTER, VA 22603-8605	X		President and CEO

Signatures

/s/ William R. Gupp by power of attorney		04/05/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	16,173 Stock Appreciation Rights (SARs) are being exercised pursuant to Rule 10b5-1 trading plan adopted by the reporting person on November 3, 2010.
(2)	5,025 shares are being surrendered as allowed by the Company's 2005 Stock Incentive Plan to cover the payment of taxes currently due on the exercise of SARs.
(3)	The stock appreciation right becomes exerciseable in three equal installments beginning on the first anniversary date of the transaction date.
(4)	The sales reported in this Form 4 were effected pursuant to Rule 10b5-1 trading plan adopted by the reporting person on November 3, 2010.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.