4//SEC Filing
Spivy Gregory P 4
Accession 0001418812-15-000051
CIK 0000007431other
Filed
Jul 14, 8:00 PM ET
Accepted
Jul 15, 4:51 PM ET
Size
20.5 KB
Accession
0001418812-15-000051
Insider Transaction Report
Form 4
ValueAct Holdings GP, LLC
10% Owner
Transactions
- Award
Common Stock
2015-07-13+1,924→ 3,012 total
Holdings
- 9,200,000(indirect: See footnotes)
Common Stock
ValueAct Holdings, L.P.
10% Owner
Transactions
- Award
Common Stock
2015-07-13+1,924→ 3,012 total
Holdings
- 9,200,000(indirect: See footnotes)
Common Stock
VA Partners I, LLC
10% Owner
Transactions
- Award
Common Stock
2015-07-13+1,924→ 3,012 total
Holdings
- 9,200,000(indirect: See footnotes)
Common Stock
ValueAct Capital Management, L.P.
10% Owner
Transactions
- Award
Common Stock
2015-07-13+1,924→ 3,012 total
Holdings
- 9,200,000(indirect: See footnotes)
Common Stock
Spivy Gregory P
Director10% OwnerOther
Transactions
- Award
Common Stock
2015-07-13+1,924→ 3,012 total
Holdings
- 9,200,000(indirect: See footnotes)
Common Stock
ValueAct Capital Master Fund, L.P.
10% Owner
Transactions
- Award
Common Stock
2015-07-13+1,924→ 3,012 total
Holdings
- 9,200,000(indirect: See footnotes)
Common Stock
ValueAct Capital Management, LLC
10% Owner
Transactions
- Award
Common Stock
2015-07-13+1,924→ 3,012 total
Holdings
- 9,200,000(indirect: See footnotes)
Common Stock
Footnotes (6)
- [F1]Restricted stock units granted, on a pro-rata basis, under the 2008 Directors Stock Unit Plan, as amended, and as part of the Issuer's nonemployee Director Compensation Program. The units vest (contingent upon the Director's continued service as of such date) on the earlier of (i) the one-year anniversary of the grant; (ii) the death or total and permanent disability of the Director; or (iii) the date of any Change in Control Event (as defined in the Plan). Vested units will be acquirable by the Director at the time of the termination of his service on the Issuer's Board of Directors.
- [F2]Represents a grant of restricted stock units as the equity portion of the Director's retainer for Board service under the Issuer's nonemployee Director Compensation Program. The grant date fair value of the units is calculated under the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 using the the closing market price of the Issuer's common shares on the grant date, July 13, 2015, which price was $54.57.
- [F3]Includes vested and unvested units as well as units not yet acquirable by the Director. Under the terms of the 2008 Directors Stock Unit Plan, as amended, vested units are not acquirable by the Director until (i) for those restricted stock units granted prior to June 2011, six (6) months following the termination of his service on the Issuer's Board of Directors, and, (ii) for those units granted during and after June 2011, at the time of the termination of his service on the Issuer's Board of Directors.
- [F4]) Under an agreement with ValueAct Capital, Gregory P. Spivy is deemed to hold the common stock for the benefit of ValueAct Capital Master Fund, L.P. and indirectly for (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
- [F5]Each reporting person listed herein disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that such person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F6]The securities reported herein are directly beneficially owned by ValueAct Capital Master Fund, L.P. and may be deemed to be indirectly beneficially owned by (i) VA Partners I, LLC as General Partner of ValueAct Capital Master Fund, L.P., (ii) ValueAct Capital Management, L.P. as the manager of ValueAct Capital Master Fund, L.P., (iii) ValueAct Capital Management, LLC as General Partner of ValueAct Capital Management, L.P., (iv) ValueAct Holdings, L.P. as the sole owner of the limited partnership interests of ValueAct Capital Management, L.P. and the membership interests of ValueAct Capital Management, LLC and as the majority owner of the membership interests of VA Partners I, LLC and (v) ValueAct Holdings GP, LLC as General Partner of ValueAct Holdings, L.P.
Documents
Issuer
ARMSTRONG WORLD INDUSTRIES INC
CIK 0000007431
Entity typeother
Related Parties
1- filerCIK 0001310679
Filing Metadata
- Form type
- 4
- Filed
- Jul 14, 8:00 PM ET
- Accepted
- Jul 15, 4:51 PM ET
- Size
- 20.5 KB