Statement of Changes in Beneficial Ownership (4)
14 April 2016 - 9:49AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Grizzle Victor
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2. Issuer Name
and
Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC
[
AWI
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
CEO
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(Last)
(First)
(Middle)
C/O ARMSTRONG WORLD INDUSTRIES, INC., 2500 COLUMBIA AVENUE, P.O. BOX 3001
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/11/2016
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(Street)
LANCASTER, PA 17603
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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25307
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Restricted Stock Units
(1)
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(1)
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(2)
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(2)
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Common Stock
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11964
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11964
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D
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Restricted Stock Units
(1)
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(1)
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(3)
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(3)
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Common Stock
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3530
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3530
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D
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Stock Options
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$47.17
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(4)
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2/25/2024
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Common Stock
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22914
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22914
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D
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Stock Options
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$45.32
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(5)
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2/20/2023
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Common Stock
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25689
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25689
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D
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Stock Options
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$37.83
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(6)
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2/28/2022
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Common Stock
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31348
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31348
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D
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Stock Options
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$31.15
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(7)
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3/2/2021
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Common Stock
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31200
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31200
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D
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Stock Options
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$32.03
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(8)
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1/17/2021
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Common Stock
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19158
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19158
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D
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Explanation of Responses:
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(
1)
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Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock under the Issuer's 2011 Long-Term Incentive Plan.
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(
2)
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The restricted stock units were granted to the Reporting Person on February 24, 2015 and will vest as follows: (1) 5,982 on the second anniversary of the grant, and (2) 5,982 on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-Term Incentive Plan).
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(
3)
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The restricted stock units were granted to the Reporting Person on February 25, 2014 and will vest on December 31, 2016 (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-Term Incentive Plan).
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(
4)
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The stock options were granted on February 25, 2014 and 15,276 have vested; the remaining 7,638 unvested stock options will vest and become exercisable on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-Term Incentive Plan).
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(
5)
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The stock options were granted on February 20, 2013 and have vested.
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(
6)
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The stock options were granted on February 28, 2012 and have vested.
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(
7)
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The stock options were granted on March 2, 2011 and have vested.
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(
8)
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The stock options were granted on January 17, 2011 and have vested.
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Remarks:
NOTE: All derivative securities on Table II have been adjusted as a result of the spin-off of Armstrong Flooring, Inc., effective on April 1, 2016.
See Exhibit 24 Power of Attorney
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Grizzle Victor
C/O ARMSTRONG WORLD INDUSTRIES, INC.
2500 COLUMBIA AVENUE, P.O. BOX 3001
LANCASTER, PA 17603
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X
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CEO
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Signatures
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/s/ Bryan Y.M. Tham, Attorney-in-Fact
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4/13/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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