Sec Form 4 Filing - Schulz David S. @ Armstrong Flooring, Inc. - 2016-04-11

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Schulz David S.
2. Issuer Name and Ticker or Trading Symbol
Armstrong Flooring, Inc. [ AFI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP and COO
(Last) (First) (Middle)
C/O ARMSTRONG FLOORING, INC., 2500 COLUMBIA AVENUE, P.O. BOX 3025
3. Date of Earliest Transaction (MM/DD/YY)
04/11/2016
(Street)
LANCASTER, PA17603
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1,998 ( 1 ) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Restricted Stock Unit ( 2 ) ( 2 ) ( 3 ) ( 3 ) Common Stock 30,615 30,615 D
Restricted Stock Unit ( 2 ) ( 2 ) ( 4 ) ( 4 ) Common Stock 7,150 7,150 D
Stock Option $ 14.55 ( 5 ) 02/25/2024 Common Stock 46,400 46,400 D
Stock Option $ 13.98 ( 6 ) 02/20/2023 Common Stock 13,337 13,337 D
Stock Option $ 11.67 ( 7 ) 02/28/2022 Common Stock 15,874 15,874 D
Stock Option $ 11 ( 8 ) 06/01/2021 Common Stock 16,559 16,559 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Schulz David S.
C/O ARMSTRONG FLOORING, INC.
2500 COLUMBIA AVENUE, P.O. BOX 3025
LANCASTER, PA17603
SVP and COO
Signatures
/s/ Christopher S. Parisi, Attorney-in-Fact 04/13/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired in a pro rata distribution by Armstrong World Industries, Inc. ("AWI") as a result of the spin-off of the Issuer from AWI, effective on April 1, 2016.
( 2 )Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock under the Issuer's 2016 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) 15,307 on the second anniversary of the grant, and (2) 15,308 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 2016 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 2016 Long-Term Incentive Plan).
( 5 )The stock options were granted on February 25, 2014 and 30,932 have vested; the remaining 15,468 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 2016 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 June 1, 2011 and have vested.

Remarks:
NOTE: All derivative securities on Table II granted prior to April 1, 2016 were originally issued by AWI and, as a result of the spin-off of the Issuer from AWI effective on April 1, 2016, were adjusted and assumed by the Issuer under its 2016 Long-Term Incentive Plan.

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