CURTISS WRIGHT CORP — Director's Dealing 2013

Apr 3, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CURTISS WRIGHT CORP (CW)
CIK: 0000026324
Period of Report: 2013-04-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-04-02	Common Stock	A	5804	$34.70	Acquired	32361.74	Direct
2013-04-02	Common Stock	S	2794	$33.6757	Disposed	29567.74	Direct
2013-04-01	Common Stock	M	516	$19.08	Acquired	30083.74	Direct
2013-04-01	Common Stock	S	516	$34.73	Disposed	29567.74	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-04-01	Option to Purchase Common Stock	$19.08	M	516	Disposed	2013-11-19	Common Stock (516)	Direct

Footnotes

F1: These shares were acquired through a performance share grant under the Company's 2005 Long Term Incentive Plan, whereby the executive received a predetermined number of shares of Curtiss-Wright Common Stock based on the Company's aggregated three year performance to its budget and its aggregated three year performance against the performance of its peer group.

F2: Based on April 1, 2013 closing price on the New York Stock Exchange for Curtiss-Wright Common Stock, the date on which the shares 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 April 2, 2013

F5: Shares were acquired through the exercise of a stock option award made pursuant to the Company's Omnibus Long Term Incentive Plan. This exercise is made pursuant to 10b5-1 trading plan on file with filer's broker.

F6: The purchase price reflects the exercise price of an employee stock option awarded to employees under the Company's Omnibus Long Term Incentive Plan.

F7: There is no price associated with acquiring this derivative security since it was acquired pursuant to an employee benefit transaction under the Company's Omnibus Long Term Incentive Plan.