SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Folkers Scott C (Last) (First) (Middle) WINNEBAGO INDUSTRIES, INC. P.O. BOX 152 (Street) FOREST CITY IA 50436 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2012	3. Issuer Name and Ticker or Trading Symbol WINNEBAGO INDUSTRIES INC [ WGO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP-General Counsel & Secretary	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $.50 par value	1,316(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of 1,500 restricted stock awards on March 23, 2011 under the Winnebago Industries, Inc. 2004 Incentive Compensation Plan, which plan is qualified under Rule 16b-3. Under this plan, the restricted stock awards vest in annual increments of one-third beginning March 23, 2012. The first 500 shares of this award vested March 23, 2012 and reporting person elected to have 184 of the 500 shares withheld to cover the tax obligation incurred at the time of vesting, thus retaining 316 shares of the award. The remaining 1,000 shares of the award will vest in two annual increments of 500 shares each on March 23, 2013 and March 23, 2014, respectively.

	/s/ Scott C. Folkers	06/05/2012
	** 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 5 (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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