4//SEC Filing
Spivy Gregory P 4
Accession 0001418812-17-000057
CIK 0000007431other
Filed
Jul 17, 8:00 PM ET
Accepted
Jul 18, 5:34 PM ET
Size
21.1 KB
Accession
0001418812-17-000057
Insider Transaction Report
Form 4
VA Partners I, LLC
10% Owner
Transactions
- Award
Common Stock
2017-07-14+2,298→ 8,349 total
Holdings
- 9,200,000(indirect: See Footnotes)
Common Stock
ValueAct Holdings, L.P.
10% Owner
Transactions
- Award
Common Stock
2017-07-14+2,298→ 8,349 total
Holdings
- 9,200,000(indirect: See Footnotes)
Common Stock
ValueAct Capital Management, L.P.
10% Owner
Transactions
- Award
Common Stock
2017-07-14+2,298→ 8,349 total
Holdings
- 9,200,000(indirect: See Footnotes)
Common Stock
ValueAct Capital Management, LLC
10% Owner
Transactions
- Award
Common Stock
2017-07-14+2,298→ 8,349 total
Holdings
- 9,200,000(indirect: See Footnotes)
Common Stock
ValueAct Holdings GP, LLC
10% Owner
Transactions
- Award
Common Stock
2017-07-14+2,298→ 8,349 total
Holdings
- 9,200,000(indirect: See Footnotes)
Common Stock
Spivy Gregory P
Director10% OwnerOther
Transactions
- Award
Common Stock
2017-07-14+2,298→ 8,349 total
Holdings
- 9,200,000(indirect: See Footnotes)
Common Stock
ValueAct Capital Master Fund, L.P.
10% Owner
Transactions
- Award
Common Stock
2017-07-14+2,298→ 8,349 total
Holdings
- 9,200,000(indirect: See Footnotes)
Common Stock
Footnotes (6)
- [F1]Restricted stock units granted under the 2016 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 election of the Director: (i) at the vesting of the units at the one-year anniversary of the grant or (ii) at the time of the Director's termination of service.
- [F2]Represents an annual grant of restricted stock units as the equity portion of the Directors 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 closing stock price of the Issuer's common shares on July 14, 2017 the first business day following the Issuer's Annual Meeting of Shareholders, which price was $45.70.
- [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 (the "2008 Plan"), vested units under the 2008 Plan 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 service on the Issuer's Board of Directors, and, (ii) for those units granted during and after June 2011, at the time of termination of service on the Issuer's Board of Directors. Under the terms of the 2016 Directors Stock Unit Plan, as amended (the "2016 Plan"), vested units under the 2016 Plan are not acquirable by the Director until, at the election of the Director: (i) the vesting of the units at the one-year anniversary of the grant or (ii) the time of the Director's termination of service.
- [F4]The ValueAct entities referred to in this footnote 4 are collectively referred to herein as "ValueAct Capital." Under an agreement with ValueAct Capital, Gregory P. Spivy is deemed to hold the common stock for the benefit of the limited partners 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 17, 8:00 PM ET
- Accepted
- Jul 18, 5:34 PM ET
- Size
- 21.1 KB