4//SEC Filing
ARMSTRONG WORLD INDUSTRIES INC 4
Accession 0000903423-09-000840
$AWICIK 0000007431operating
Filed
Oct 4, 8:00 PM ET
Accepted
Oct 5, 3:29 PM ET
Size
11.1 KB
Accession
0000903423-09-000840
Insider Transaction Report
Form 4
COULTER JAMES G
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2009-10-02$22.31/sh+1,892$42,211→ 7,001,892 total(indirect: By Subsidiary)
TPG Advisors V, Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2009-10-02$22.31/sh+1,892$42,211→ 7,001,892 total(indirect: By Subsidiary)
TPG Advisors VI, Inc.
10% Owner
Transactions
- Purchase
Common Stock, par value $0.01 per share
2009-10-02$22.31/sh+1,892$42,211→ 7,001,892 total(indirect: By Subsidiary)
Footnotes (4)
- [F1]James Coulter is an officer, director and shareholder of each of TPG Advisors V, Inc., a Delaware corporation ("Advisors V") and TPG Advisors VI, Inc., a Delaware corporation ("Advisors VI" and, together with Mr. Coulter and Advisors V, the "Reporting Persons"). Advisors V is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the sole general partner of TPG Partners V, L.P., a Delaware limited partnership ("Partners V"), which in turn is the managing member of Armor TPG Holdings LLC, a Delaware limited liabilty company ("Armor"), which directly holds the 7,001,892 shares of common stock of Armstrong World Indsturies, Inc. ("AWI") reported herein.
- [F2]Prior to the closing of the Purchase and Sale Agreement dated as of August 10, 2009 (the "PSA") by and among Partners V and TPG Partners VI, L.P. (collectively, the "TPG Partners") and Armstrong World Industries, Inc. Asbestos Personal Injury Settlement Trust, the TPG Partners assigned their rights and obligations under the PSA to Armor.
- [F3]1,892 shares were validly tendered and accepted for payment through a tender offer (the "Tender Offer") to purchase 4,435,935 shares of common stock of AWI. The Tender Offer was made to fulfill obligations that arose under AWI's Amended and Restated Articles of Incorporation following Armor's purchase of AWI common stock and entry into a prepaid share forward transaction pursuant to the PSA.
- [F4]Because of the Reporting Persons' respective relationships to Armor, for reporting purposes under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons may be deemed to beneficially own the AWI common stock held by Armor to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Armor. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares of AWI common stock in excess of such amounts.
Documents
Issuer
ARMSTRONG WORLD INDUSTRIES INC
CIK 0000007431
Entity typeoperating
IncorporatedPA
Related Parties
1- filerCIK 0000007431
Filing Metadata
- Form type
- 4
- Filed
- Oct 4, 8:00 PM ET
- Accepted
- Oct 5, 3:29 PM ET
- Size
- 11.1 KB