AMERICAN WOODMARK CORP — Director's Dealing 2014

Jan 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AMERICAN WOODMARK CORP (AMWD)
CIK: 0000794619
Period of Report: 2014-01-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-08	Common Stock	S	2000	$38.4979	Disposed	2704981	Direct
2014-01-09	Common Stock	S	1000	$38.1701	Disposed	2703981	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	8948	Indirect
Common Stock	140000	Indirect

Footnotes

F1: Sales on this form were affected pursuant to 10b5-1 Sales Plan adopted by the reporting person on June 27, 2013.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.96 to $38.79, 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 $37.59 to $38.40, 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.