ARMSTRONG WORLD INDUSTRIES INC 4
4 · ARMSTRONG WORLD INDUSTRIES INC · Filed Nov 6, 2013
Insider Transaction Report
Form 4
TPG Advisors VI, Inc.
10% Owner
Transactions
- Conversion
Prepaid Forward Contract (obligation to buy)
2013-11-04−1,039,777→ 0 total(indirect: See Explanation of Responses)→ Common Stock (1,039,777 underlying) - Conversion
Common Stock
2013-11-04+1,039,777→ 4,423,242 total(indirect: See Explanation of Responses)
Footnotes (4)
- [F1]James G. Coulter and David Bonderman are officers and shareholders of TPG Advisors VI, Inc., a Delaware corporation ("Advisors VI" and, together with Messrs. Bonderman and Coulter, the "Reporting Persons"), which is the general partner of Armor TPG Holdings, L.P., a Delaware limited partnership ("Armor TPG"), which holds the shares of common stock of Armstrong World Industries, Inc. reported herein (the "Shares").
- [F2]On August 28, 2009, affiliates of Armor TPG (the "TPG Funds") and Asbestos Personal Injury Settlement Trust, a Delaware trust (the "Trust"), entered into a prepaid share forward transaction (the "Forward Transaction"), evidenced by a confirmation, subject to the ISDA 2002 Master Agreement and the collateral annex referred to therein, pursuant to which the Trust agreed to sell to the TPG Funds, for settlement as described below, 1,039,777 Shares (the "Forward Shares") in exchange for a payment of $22.31 per share. The Trust physically settled the Forward Transaction on November 4, 2013 by delivering a number of Shares equal to the Forward Shares.
- [F3]Because of the Reporting Persons' respective relationships to Armor TPG, the Reporting Persons may be deemed to beneficially own the Shares to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Armor TPG. Each Reporting Person disclaims beneficial ownership of the Shares, except to the extent of such Reporting Person's pecuniary interest therein, if any.
- [F4]Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (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 beneficially owned in excess of their respective pecuniary interests.