MOOG INC. — Director's Dealing 2019

Feb 21, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOOG INC. (MOGA/MOGB)
CIK: 0000067887
Period of Report: 2019-02-19

Reporting Person: TRABERT MARK JOSEPH (Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-19	Class A Common	M	2000	$61.69	Acquired	2231	Direct
2019-02-19	Class A Common	F	1528	$95.88	Disposed	703	Direct
2019-02-19	Class A Common	M	2000	$74.38	Acquired	2703	Direct
2019-02-19	Class A Common	F	1704	$95.88	Disposed	999	Direct
2019-02-19	Class A Common	M	3333	$63.04	Acquired	4332	Direct
2019-02-19	Class A Common	F	2580	$95.88	Disposed	1752	Direct
2019-02-19	Class B Common	M	6667	$65.90	Acquired	7885	Direct
2019-02-19	Class B Common	F	5390	$92.8419	Disposed	2633	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-19	SAR	$61.69	M	2000	Disposed	2023-11-11	Class A Common (2000.0)	Direct
2019-02-19	SAR	$74.38	M	2000	Disposed	2024-11-11	Class A Common (2000.0)	Direct
2019-02-19	SAR	$63.04	M	3333	Disposed	2025-11-17	Class A Common (3333.0)	Direct
2019-02-19	SAR	$65.9	M	6667	Disposed	2025-11-17	Class B Common (6667.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common	544	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
SAR	$71.648	2026-11-15	Class B Common (10000.0)	10000	Direct
SAR	$82.31	2027-11-14	Class B Common (6181.0)	6181	Direct
SAR	$80.19	2028-11-13	Class B Common (6988.0)	6988	Direct

Footnotes

F1: This represents the difference between the number of SARs exercised (2,000) and the number of shares issued as a result of the exercise (472). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($95.88) and the exercise price ($61.69). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: This represents the difference between the number of SARs exercised (2,000) and the number of shares issued as a result of the exercise (296). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($95.88) and the exercise price ($74.38). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F3: This represents the difference between the number of SARs exercised (3,333) and the number of shares issued as a result of the exercise (753). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($95.88) and the exercise price ($63.04). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F4: This represents the difference between the number of SARs exercised (6,667) and the number of shares issued as a result of the exercise (1,277). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($92.8419) and the exercise price ($65.90). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F5: Includes 138 shares of Class B Common acquired under the Moog Inc. Employee Stock Purchase Plan on December 31, 2018.

F6: Reflects shares held in Moog Inc. Retirement Savings Plan as of the most recent statement to participants.

F7: Stock Appreciation Right (SAR) granted under the 2008 Appreciation Rights Plan.

F8: SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.

F9: Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.