Moog (MOG-A) Form 4 MOOG / Jennifer Walter 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^*

Walter Jennifer

(Last) (First) (Middle)

SENECA ST & JAMISOND 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)

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

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

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
Class A Common	11/11/2016		M		1,166	A	$69.58	1,166	D
Class B Common(1)								718	I	401 (k)

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(2)	$26.66	11/11/2016		M			3,000	(3)(4)	12/01/2019	Class A Common	3,000	$26.66	0	D
SAR(2)	$36.86							(3)(5)	11/30/2020	Class A Common	2,000		2,000	D
SAR(2)	$41.82							(3)(6)	11/30/2021	Class A Common	4,000		4,000	D
SAR(2)	$36.41							(3)(7)	11/27/2022	Class A Common	4,000		4,000	D
SAR(2)	$61.69							(3)(8)	11/11/2023	Class A Common	2,000		2,000	D
SAR(2)	$74.38							(3)(9)	11/11/2024	Class A Common	2,000		2,000	D
SAR(10)	$63.04							(3)(11)	11/17/2025	Class A Common	667		667	D
SAR(10)	$65.9							(3)(12)(13)	11/17/2025	Class B Common	1,333		1,333	D

Explanation of Responses:

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

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

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

4. SAR exercisable as follows: 1,000 on 12/1/10, 1,000 on 12/1/11 and 1,000 on 12/1/12

5. SAR exercisable as follows: 667 on 11/30/11, 667 on 11/30/12 and 666 on 11/3013.

6. SAR exercisable as follows: 1,334 on 11/30/12, 1,333 on 11/30/13 and 1,333 on 11/30/14.

7. SAR exercisable as follows: 1,334 on 11/27/13, 1,333 on 11/27/14 and 1,333 on 11/27/15.

8. SAR exercisable as follows: 668 on 11/11/2014, 666 on 11/11/2015 and 666 on 11/11/2016.

9. SAR is exercisable as follows: 668 on 11/11/2015, 666 on 11/11/2016 and 666 on 11/11/2017.

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

11. SAR exercisable as follows: 223 on 11/17/2016, 222 on 11/17/2017 and 222 on 11/17/2018.

12. SAR exercisable as follows: 445 on 11/17/2016, 444 on 11/17/2017 and 444 on 11/17/2018

13. Under the terms of the award, SARs expire ten years after the date of grant, which was November 17, 2015. For the purposes of this Form 4, the transaction date on which the SARs are acquired is the date on which the exercise price has fixed, which was the tenth calendar day after the date of grant.

Remarks:

	Timothy P. Balkin, as Power of Attorney for Jennifer Walter	11/15/2016
	** 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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