AMERICAN WOODMARK CORP — Director's Dealing 2013

Feb 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN WOODMARK CORP (AMWD)
CIK: 0000794619
Period of Report: 2013-02-26

Reporting Person: BRANDT WILLIAM F (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-26	Common Stock	S	12540	$31.72	Disposed	3948	Indirect
2013-02-26	Common Stock	S	2000	$31.4377	Disposed	2969581	Direct
2013-02-27	Common Stock	S	300	$31.4233	Disposed	2969281	Direct
2013-02-27	Common Stock	S	700	$32.1914	Disposed	2968581	Direct
2013-02-27	Common Stock	S	25000	$32.4136	Disposed	2943581	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	140000	Indirect

Footnotes

F1: Sales on this form were affected pursuant to 10b5-1 Sales Plan adopted by the reporting person on
December 10, 2012.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.2300 to $31.8700, inclusive. The reporting person undertakes to provide to American Woodmark Corporation, any security holder of American Woodmark Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote (2) to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.0000 to $31.8600, inclusive. The reporting person undertakes to provide to American Woodmark Corporation, any security holder of American Woodmark Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote (3) to this Form 4.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $32.0700 to $32.4800, inclusive. The reporting person undertakes to provide to American Woodmark Corporation, any security holder of American Woodmark Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote (4) to this Form 4.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.9749 to $32.7565, inclusive. The reporting person undertakes to provide to American Woodmark Corporation, any security holder of American Woodmark Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in Footnote (5) to this Form 4.