CURTISS WRIGHT CORP — Director's Dealing 2012

Nov 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CURTISS WRIGHT CORP (CW)
CIK: 0000026324
Period of Report: 2012-11-19

Reporting Person: DENTON MICHAEL J (Vice President and Secretary)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-19	Common Stock	M	4986	$29.275	Acquired	28835.74	Direct
2012-11-19	Common Stock	S	2278	$29.8692	Disposed	26557.74	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-19	Restricted Stock Unit	$29.275	M	4986	Disposed	2012-11-19	Common Stock (4986)	Direct

Footnotes

F1: These shares were acquired through a restricted share unit grant under the Company's 2005 Long Term Incentive Plan, whereby units vested in common stock shares of Curtiss-Wright Common Stock after a three year vesting period.

F2: Based on November 19th, 2012 closing price on the New York Stock Exchange for Curtiss-Wright Common Stock, the first market date after which the share units vested.

F3: Shares were sold in compliance with the Company's share ownership guidelines whereby the executive may sell one half of the vested shares to pay individual income tax obligations associated with the vesting of the award. Reporting Person sold additional shares from prior grant to offset tax obligation from prior grant due to insufficient withholding.

F4: Weighted average selling price of shares sold on November 19, 2012.

F5: No price on the date of issue, option having been granted as an employee benefit transaction.