Sec Form 4 Filing - MacNeal Brian L @ ARMSTRONG WORLD INDUSTRIES INC - 2020-04-01

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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 *
MacNeal Brian L
2. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [ AWI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CFO
(Last)
(First)
(Middle)
C/O ARMSTRONG WORLD INDUSTRIES, INC., 2500 COLUMBIA AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2020
(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 04/01/2020 M 21,443 ( 1 ) A $ 0 57,475 D
Common Stock 04/01/2020 F 9,325 ( 2 ) D $ 73.33 48,150 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
Performance Based Restricted Stock Units ( 3 ) 04/01/2020 M 21,443 ( 4 ) ( 5 ) Common Stock 21,443 $ 0 21,443 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MacNeal Brian L
C/O ARMSTRONG WORLD INDUSTRIES, INC.
2500 COLUMBIA AVENUE
LANCASTER, PA17603
CFO
Signatures
/s/ Bryan Y.M. Tham, Attorney-in-fact 04/03/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reflects the conversion of previously granted performance restricted stock units into shares of the Issuer's common stock in connection with the vesting of the units based on underlying performance metrics.
( 2 )Represents the number of shares withheld by the Issuer to satisfy the Reporting Person's tax obligations upon the vesting of performance restricted stock units granted to the Reporting Person under the Issuer's Long-Term Incentive Plan.
( 3 )Each performance restricted stock unit represents a contingent right to receive one share of Issuer's common stock.
( 4 )The performance restricted stock units were granted upon achievement of certain performance metrics pursuant to the performance-based restricted stock units granted on February 28, 2017 under the Company's Long-Term Incentive Plan. The performance period for the performance restricted stock units was January 1, 2017 to December 31, 2019, with vesting subject to certification of pre-established performance conditions by the Management Development and Compensation Committee of the Issuer's Board of Directors. This certification that the performance conditions were satisfied was received on April 1, 2020.
( 5 )Not applicable.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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