ARMSTRONG WORLD INDUSTRIES INC — Director's Dealing 2015

Jul 15, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ARMSTRONG WORLD INDUSTRIES INC (AWI)
CIK: 0000007431
Period of Report: 2015-07-13

Reporting Person: Wenz Richard (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-13	Common Stock	A	1924	$0.00	Acquired	18551	Direct

Footnotes

F1: Restricted stock units granted under the 2008 Directors Stock Unit Plan, as amended, and as part of the Issuer's nonemployee Director Compensation Program. The units vest (contingent upon the Director's continued service as of such date) on the earlier of (i) the one-year anniversary of the grant; (ii) the death or total and permanent disability of the Director; or (iii) the date of any Change in Control Event (as defined in the Plan). Vested units will be acquirable by the Director at the time of the termination of his service on the Issuer's Board of Directors.

F2: Represents an annual grant of restricted stock units as the equity portion of the Director's retainer for Board service under the Issuer's nonemployee Director Compensation Program. The grant date fair value of the units is calculated under the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 using the the closing market price of the Issuer's common shares on July 13, 2015, the first business day following the Issuer's Annual Meeting of Shareholders, which price was $54.57.

F3: Includes vested and unvested units as well as units not yet acquirable by the Director. Under the terms of the 2008 Directors Stock Unit Plan, as amended, vested units are not acquirable by the Director until (i) for those restricted stock units granted prior to June 2011, six (6) months following the termination of his service on the Issuer's Board of Directors, and, (ii) for those units granted during and after June 2011, at the time of the termination of his service on the Issuer's Board of Directors.