|
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 |
|
| |||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Forward Sale Contract (obligation to sell) (1) (2) (3) | (2) | 08/10/2009 | J(2) | 1,039,777 | (2) | (2) | Common Stock | 1,039,777 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust 818 N. WASHINGTON ST. WILMINGTON, DE 19801 |
X |
/s/Edward E. Steiner, attorney-in-fact for Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust | 08/12/2009 | |
**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) | On August 10, 2009, pursuant to the terms of a Purchase and Sale Agreement (the "PSA"), the reporting person agreed to sell 7,000,000 shares and, concurrently with the closing of such sale, enter into a prepaid forward sale contract with TPG Partners V, L.P. and TPG Partners VI, L.P. (collectively, "TPG"). |
(2) | The forward sale contract obligates the reporting person to deliver to TPG cash (or elect to deliver 1,039,777 shares) on the settlement date of the forward sale contract. The settlement date is the third currency business day following the 20th scheduled trading day beginning on November 4, 2013. In exchange for assuming this obligation, the reporting person will receive $23,197,425 (determined by multiplying 1,039,777 shares by the per share sale price of $22.31 under the PSA). |
(3) | The reporting person will pledge 1,039,777 shares of AWI common stock (the "Pledged Shares") to secure its obligations under the forward sale contract. While the reporting person will retain dividend and voting rights in the Pledged Shares during the term of the pledge, the reporting person is obligated to pay TPG dividends received on 1,039,777 shares underlying the forward sale contract. |