Moog (MOG-A) Form 4 MOOG / RICHARD A AUBRECHT 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^*

AUBRECHT RICHARD A

(Last) (First) (Middle)

SENECA ST AND JAMISON RD

(Street)

EAST AURORA NY 14052

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MOOG INC. [ MOGA/MOGB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2017

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
Class A Common	11/08/2017		M		20,500	A	$36.86	66,549	D
Class A Common	11/08/2017		F		14,903(1)	D	$84.51	51,646	D
Class A Common	11/08/2017		M		20,500	A	$41.82	72,146	D
Class A Common	11/08/2017		F		15,486(2)	D	$84.51	56,660	D
Class A Common	11/08/2017		S		4,000	D	$83.57	52,660	D
Class A Common	11/09/2017		S		4,000	D	$83.72	48,660	D
Class A Common	11/10/2017		S		3,999	D	$82.31	44,661	D
Class A Common								23,205	I	Spouse(3)
Class B Common								57,780	D
Class B Common(4)								40,566	I	401 (k)
Class B Common								3,708	I	Spouse(3)

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
SAR(5)	$36.86	11/08/2017		M			20,500	(6)	11/30/2020	Class A Common	20,500	$36.86	0	D
SAR(5)	$41.82	11/08/2017		M			20,500	(6)	11/30/2021	Class A Common	20,500	$41.82	0	D
SAR(5)	$36.41							(6)	11/27/2022	Class A Common	20,500		20,500	D
SAR(5)	$61.69							(6)	11/11/2023	Class A Common	10,000		10,000	D
SAR(5)	$74.38							(6)	11/11/2024	Class A Common	10,000		10,000	D
SAR(7)	$63.04							(6)	11/17/2025	Class A Common	3,333		3,333	D
SAR(7)	$65.9							(6)	11/17/2025	Class B Common	6,667		6,667	D
SAR(7)	$71.65							(6)	11/15/2026	Class B Common	10,000		10,000	D

Explanation of Responses:

1. This represents the difference between the number of SARs exercised (20,500) and the number of shares issued as a result of the exercise (5,597). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($84.51) and the exercise price ($36.86). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

2. This represents the difference between the number of SARs exercised (20,500) and the number of shares issued as a result of the exercise (5,014). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($84.51) and the exercise price ($41.82). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

3. Dr. Aubrecht disclaims any beneficial interest in shares owned by spouse.

4. Reflects shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants.

5. Stock Appreciation Rights (SAR) granted under the 2008 Incentive Stock Option Plan.

6. SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.

7. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.

Remarks:

	Timothy P. Balkin, as Power of Attorney for Richard A. Aubrecht	11/10/2017
	** 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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