Grizzle Victor Form 4 ARMSTRONG WORLD INDUSTRIES / Victor Grizzle ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Grizzle Victor

(Last) (First) (Middle)

C/O ARMSTRONG WORLD INDUSTRIES, INC.

2500 COLUMBIA AVENUE, P.O. BOX 3001

(Street)

LANCASTER PA 17603

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [ AWI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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								25,307	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Restricted Stock Units(1)	(1)							(2)	(2)	Common Stock	11,964		11,964	D
Restricted Stock Units(1)	(1)							(3)	(3)	Common Stock	3,530		3,530	D
Stock Options	$47.17							(4)	02/25/2024	Common Stock	22,914		22,914	D
Stock Options	$45.32							(5)	02/20/2023	Common Stock	25,689		25,689	D
Stock Options	$37.83							(6)	02/28/2022	Common Stock	31,348		31,348	D
Stock Options	$31.15							(7)	03/02/2021	Common Stock	31,200		31,200	D
Stock Options	$32.03							(8)	01/17/2021	Common Stock	19,158		19,158	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock under the Issuer's 2011 Long-Term Incentive Plan.

2. The restricted stock units were granted to the Reporting Person on February 24, 2015 and will vest as follows: (1) 5,982 on the second anniversary of the grant, and (2) 5,982 on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-Term Incentive Plan).

3. The restricted stock units were granted to the Reporting Person on February 25, 2014 and will vest on December 31, 2016 (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-Term Incentive Plan).

4. The stock options were granted on February 25, 2014 and 15,276 have vested; the remaining 7,638 unvested stock options will vest and become exercisable on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-Term Incentive Plan).

5. The stock options were granted on February 20, 2013 and have vested.

6. The stock options were granted on February 28, 2012 and have vested.

7. The stock options were granted on March 2, 2011 and have vested.

8. The stock options were granted on January 17, 2011 and have vested.

Remarks:

NOTE: All derivative securities on Table II have been adjusted as a result of the spin-off of Armstrong Flooring, Inc., effective on April 1, 2016. See Exhibit 24 Power of Attorney

	/s/ Bryan Y.M. Tham, Attorney-in-Fact	04/13/2016
	** Signature of Reporting Person	Date
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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