Curtiss-Wright (CW) Form 4 CURTISS WRIGHT / David Charles Adams 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^*

Adams David Charles

(Last) (First) (Middle)

C/O CURTISS-WRIGHT CORPORATION

10 WATERVIEW BOULEVARD

(Street)

PARSIPPANY NJ 07054

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CURTISS WRIGHT CORP [ CW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/13/2016

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	10/12/2016		M(1)		53,130	A	$87.26(2)	113,161	D
Common Stock	10/13/2016		S(3)		25,655	D	$86.26(4)	87,506	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 Unit	$39.26(5)	10/12/2016		M			53,130	10/12/2016	10/12/2016	Common Stock	53,130	$0(6)	35,094	D

Explanation of Responses:

1. These shares were acquired through the vesting of two special retention restricted stock unit grants under the Company's 2005 Long Term Incentive Plan. The first award for 31,948 time-based restricted stock units was granted on September 26, 2006, and the second award was for 21,182 time-based restricted stock units was granted on September 24, 2007. Both awards cliff-vested on October 12, 2016.

2. Based on October 12, 2016 closing price on the New York Stock Exchange for Curtiss-Wright Common Stock, the date the restricted stock units vested.

3. Shares were sold in compliance with the Company's share ownership guidelines whereby the executive may sell a portion of his vesting award to cover any tax obligations associated with the vesting of the award. The Reporting Person is and remains in compliance with the share ownership guidelines.

4. Weighted average selling price of shares sold on October 13, 2016.

5. Reporting person received two separate special time-based restricted stock unit awards, each worth $1,000,000.00 at the time of the grant. Price reflects the weighted average price of the share units granted on September 26, 2006 and September 24, 2007.

6. No price on the date of issue, stock unit award having been granted as an employee benefit transaction.

	Paul J. Ferdenzi by Power of Attorney for David Adams	10/13/2016
	** 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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