CURTISS WRIGHT CORP — Director's Dealing 2016

Oct 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CURTISS WRIGHT CORP (CW)
CIK: 0000026324
Period of Report: 2016-10-13

Reporting Person: Adams David Charles (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-10-12	Common Stock	M	53130	$87.26	Acquired	113161	Direct
2016-10-13	Common Stock	S	25655	$86.26	Disposed	87506	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-10-12	Restricted Stock Unit	$39.26	M	53130	Disposed	2016-10-12	Common Stock (53130)	Direct

Footnotes

F1: These shares were acquired through the vesting of two special retention restricted stock unit grants under the Company's 2005 Long Term Incentive Plan. The first award for 31,948 time-based restricted stock units was granted on September 26, 2006, and the second award was for 21,182 time-based restricted stock units was granted on September 24, 2007. Both awards cliff-vested on October 12, 2016.

F2: Based on October 12, 2016 closing price on the New York Stock Exchange for Curtiss-Wright Common Stock, the date the restricted stock units vested.

F3: Shares were sold in compliance with the Company's share ownership guidelines whereby the executive may sell a portion of his vesting award to cover any tax obligations associated with the vesting of the award. The Reporting Person is and remains in compliance with the share ownership guidelines.

F4: Weighted average selling price of shares sold on October 13, 2016.

F5: Reporting person received two separate special time-based restricted stock unit awards, each worth $1,000,000.00 at the time of the grant. Price reflects the weighted average price of the share units granted on September 26, 2006 and September 24, 2007.

F6: No price on the date of issue, stock unit award having been granted as an employee benefit transaction.