UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No: 1)
American Woodmark Corp.
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(Name of Issuer)
Common Stock, No Par
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(Title of Class of Securities)
030506109
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(CUSIP Number)
December 31, 2014
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to designate
the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 030506109
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Broad Run Investment Management, LLC (46-1010523)
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(SEE INSTRUCTIONS)
[ ] (a)
[ ] (b)
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware/USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
839,982
6. SHARED VOTING POWER
0
7. SOLE DISPOSITIVE POWER
839,982
8. SHARED DISPOSITIVE POWER
0
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
839,982
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.31%
12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
CUSIP No. 030506109
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Item 1. (a) Name of Issuer:
American Woodmark Corp.
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(b) Address of Issuer's Principal Executive Offices:
3102 Shawnee Drive
Winchester, VA 22601
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Item 2. (a) Names of Persons Filing:
Broad Run Investment Management, LLC (46-1010523)
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(b) Address of Principal Business Office, or if None, Residence:
1530 Wilson Blvd, Suite 1020
Arlington, VA 22209
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(c) Citizenship:
Delaware/USA
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(d) Title of Class of Securities:
Common Stock, No Par
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(e) CUSIP Number:
030506109
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Item 3. If This Statement is filed pursuant to ss.240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange
Act (15 U.S.C. 78c).
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act (15
U.S.C. 78c).
(c) [_] Insurance company as defined in Section 3(a)(19) of the
Exchange Act (15 U.S.C. 78c).
(d) [_] Investment company registered under Section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
s.240.13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
s.240.13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C.1813);
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3);
(j) [_] Group, in accordance with s.240.13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate
number and percentage of the class of securities of the
issuer identified in Item 1.
(a) Amount beneficially owned:
839,982
__________________________________________________________________
(b) Percent of class:
5.31%
__________________________________________________________________
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote 839,982
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(ii) Shared power to vote or to direct the vote 0
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(iii) Sole power to dispose or to direct the 839,982
disposition of -------------
(iv) Shared power to dispose or to direct the 0
disposition of -------------
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Not applicable.
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Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
As of December 31, 2014, Hennessy Focus Fund, a series of The Hennessy
Funds Trust, an investment company registered under the Investment
Company Act of 1940, may be deemed to beneficially own five percent or
more of the total shares reported herein.
_______________________________________________________________________
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
Not applicable.
_______________________________________________________________________
Item 8. Identification and Classification of Members of the Group.
Not applicable.
_______________________________________________________________________
Item 9. Notice of Dissolution of Group.
Not applicable.
______________________________________________________________________
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having
such purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Date: February 10, 2015
By: /s/ Bryan H. Adkins
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Bryan H. Adkins,
Chief Compliance Officer
Broad Run Investment Management, LLC
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative other
than an executive officer or general partner of the filing person,
evidence of the representative's authority to sign on behalf of
such person shall be filed with this statement, provided, however,
that a power of attorney, for this purpose which is already on file
with the Commission may be incorporated by reference. The name
and any title of each person who signs the statement shall be
typed or printed beneath his signature.
Attention. Intentional misstatements or omissions
of fact constitute federal criminal
violations (see 18 U.S.C. 1001).