AMERICAN WOODMARK CORP — Director's Dealing 2012

Jun 12, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN WOODMARK CORP (AMWD)
CIK: 0000794619
Period of Report: 2012-06-08

Reporting Person: Dunston Steven Cary (SVP Manufacturing & Logistics)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-08	Common Stock	A	2500	$0.00	Acquired	28198	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-06-08	Employee Stock Option - Right-to-Buy	$17.62	A	20000	Acquired	2022-06-08	Common Stock (20000)	Direct

Footnotes

F1: Award of service-based restricted stock units, which will vest on the three-year anniversary of the grant date.

F2: These options vest 1/3 on each of the first 3 anniversary dates of the grant and expire on the
10-year anniversary date of the grant.