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SEC FORM 4 SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940 		 
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OMB Number: 3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
DITTMER JERALD K
(Last) (First) (Middle)
P.O. BOX 877
(Street)
DUBUQUE IA 52004
(City) (State) (Zip)
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)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/06/2020
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
Common Stock 03/06/2020 P 2,787(1) A $12.99(2) 6,287 I Jerald K. Dittmer Revocable Trust U/A DTD 12/9/2014
Common Stock 31,943 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 (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 Securities Underlying Derivative Security (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: 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
Option 12/28/2018 $21.96 (3) 12/28/2028 Common Stock 85,000 85,000 D
Option 08/30/2019 $15.14 08/30/2019 08/30/2029 Common Stock 30,000 30,000 D
Restricted Stock Units (4) (5)(6) (5)(6) Common Stock 45,710 45,710 D
Explanation of Responses:
1. The purchase reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 14, 2019
2. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.95 to $13.00. The reporting person undertakes to provide to Flexsteel Industries, Inc., any security holder of Flexsteel Industries, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote.
3. On 12/28/18, 85,000 options were granted. The options vest in three installments. On July 1, 2019, 28,334 options vested, on July 1, 2020, 28,333 options shall vest, and on July 1, 2021, 28,333 options shall vest.
4. Each restricted stock unit represents a contingent right to receive one share of FLXS common stock.
5. On 12/28/2018, 30,000 restricted stock units were granted. These restricted stock units vest in four installments. On July 1, 2019, 5,000 shares vested, on July 1, 2020, 10,000 shares shall vest, on July 1, 2021, 10,000 shares shall vest, and on July 1, 2022, 5,000 shares shall vest. Vested shares will be delivered to the reporting person on July 1 of each respective year.
6. On 07/19/2019, 20,710 restricted stock units were granted. These restricted stock units vest on June 30, 2022.
/s/ Jennifer Zeman, attorney-in-fact 03/09/2020
** Signature of Reporting Person Date
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.
LIMITED POWER OF ATTORNEY For Executing Forms 3, 4, 5 and 144
The undersigned hereby constitutes and appoints each of Becca Kuhle
and Dena A. Lang, signing singly, as his or her true and lawful
attorney-in-fact, for such period of time that the undersigned is required
to file reports pursuant to Section 16(a) of the Securities Exchange Act of
1934, as amended (the ?Exchange Act?), or Rule 144 of the Securities Act of
1933, as amended (the "Securities Act"), due to his or her affiliation with
Flexsteel Industries, Inc., a Minnesota corporation, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact, solely for the purpose of:
1) executing for and on behalf of the undersigned Forms 3, 4, 5
and 144 and any amendments to previously filed forms in accordance
with Section 16(a) of the Exchange Act or Rule 144 of the Securities
Act and the rules thereunder;
2) doing and performing any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the
execution of any such Forms 3, 4, 5 and 144 and the timely filing
of such form with the United States Securities and Exchange
Commission and any other authority as required by law; and
3) taking any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of or legally required
by the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant to this
Limited Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in his
or her discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the exercise of any of
the rights and powers herein granted, as fully to all intents and
purposes as the undersigned could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his or her substitute
or substitutes, shall lawfully do or cause to be done by virtue of
this Limited Power of Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not
assuming any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or Rule 144 of the Securities Act.

Signed and acknowledged:
/s/ Jerald K. Dittmer