ALAMO GROUP INC — Director's Dealing 2014

Dec 18, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ALAMO GROUP INC (ALG)
CIK: 0000897077
Period of Report: 2014-12-16

Reporting Person: MARTIN GARY L (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-16	Derivative (Right to Buy) for directors	$25.18	J	5000	Acquired	2017-05-06	Common Stock (5000)	Direct
2014-12-16	Derivative (Right to Buy) for directors	$11.45	J	3864	Acquired	2019-05-11	Common Stock (3864)	Direct

Footnotes

F1: On December 16, 2014, the Issuer's Board of Directors approved the transfer of options to acquire 8,864 shares of the Issuer's common stock from the Reporting Person to Capital Southwest Corporation ("CSW"), pursuant to an agreement entered into between the Reporting Person and CSW stipulating that the transferred options are intended to be for the benefit of CSW, and the balance is intended to be for the benefit of the Reporting Person. The Reporting Person is the former Chairman of the Board, President and Chief Executive Officer of CSW. The transferred options will be subject to the lock-up agreement dated November 12, 2014 entered into by CSW with the underwriters of shares of the Issuer's common stock that CSW sold in a public offering on November 12, 2014.

F2: These options were originally granted to the Reporting Person on May 7, 2007 pursuant to the Alamo Group Inc. First Amended and Restated 1999 Non-Qualified Stock Option Plan. These options vested in five equal annual installments beginning on May 7, 2008.

F3: These options were originally granted to the Reporting Person on May 11, 2009 pursuant to the Alamo Group Inc. First Amended and Restated 1999 Non-Qualified Stock Option Plan. These options vested in 5 equal annual installments beginning on May 11, 2010.