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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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 |
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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (1) | (1) | 04/11/2016 | A | 13,537 | (2) | (2) | Common Stock | 13,537 | $ 0 | 13,537 | D | ||||
| Restricted Stock Units (1) | (1) | (3) | (3) | Common Stock | 8,289 | 8,289 | D | ||||||||
| Restricted Stock Units (1) | (1) | (4) | (4) | Common Stock | 2,494 | 2,494 | D | ||||||||
| Stock Options | $ 47.17 | (5) | 02/25/2024 | Common Stock | 16,184 | 16,184 | D | ||||||||
| Stock Options | $ 45.32 | (6) | 02/20/2023 | Common Stock | 17,539 | 17,539 | D | ||||||||
| Stock Options | $ 37.83 | (7) | 02/28/2022 | Common Stock | 20,319 | 20,319 | D | ||||||||
| Stock Options | $ 35.29 | (8) | 07/01/2021 | Common Stock | 15,454 | 15,454 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Hershey Mark A C/O ARMSTRONG WORLD INDUSTRIES, INC. 2500 COLUMBIA AVENUE, P.O. BOX 3001 LANCASTER, CA 17603 |
See Remarks | |||
| Mark A. Hershey | 04/13/2016 | |
| **Signature of Reporting Person | Date |
| * | 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) | 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. |
| (2) | The restricted stock units were granted to the Reporting Person on April 11, 2016 and will vest as follows: (1) 4,512 on the second anniversary of the grant, (2) 4,512 on the third anniversary of the grant, and (3) 4,513 on the fourth 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). |
| (3) | The restricted stock units were granted to the Reporting Person on February 24, 2015 and will vest as follows: (1) 4,144 on the second anniversary of the grant, and (2) 4,145 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). |
| (4) | 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). |
| (5) | The stock options were granted on February 25, 2014 and 10,788 have vested; the remaining 5,396 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). |
| (6) | The stock options were granted on February 20, 2013 and have vested. |
| (7) | The stock options were granted on February 28, 2012 and have vested. |
| (8) | The stock options were granted on July 1, 2011 and have vested. |
| Remarks: NOTE: All derivative securities on Table II granted prior to April 1, 2016 have been adjusted as a result of the spin-off of Armstrong Flooring, Inc., effective on April 1, 2016. SVP, GC and Chief Compliance Officer | |