MOOG INC. — Director's Dealing 2020

Nov 20, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MOOG INC. (MOGA/MOGB)
CIK: 0000067887
Period of Report: 2020-11-17

Reporting Person: Walter Jennifer (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-18	Class A Common	M	2000	$36.86	Acquired	2036	Direct
2020-11-18	Class A Common	F	1298	$78.73	Disposed	738	Direct
2020-11-17	Class B Common	A	217	—	Acquired	1997	Direct
2020-11-17	Class B Common	F	74	$73.39	Disposed	1923	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-18	SAR	$36.86	M	2000	Disposed	2020-11-30	Class A Common (2000.0)	Direct
2020-11-17	SAR	$73.39	A	7611	Acquired	2030-11-17	Class B Common (7611.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common	740	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
SAR	$41.82	2021-11-30	Class A Common (4000.0)	4000	Direct
SAR	$36.41	2022-11-27	Class A Common (4000.0)	4000	Direct
SAR	$61.69	2023-11-11	Class A Common (2000.0)	2000	Direct
SAR	$74.38	2024-11-11	Class A Common (2000.0)	2000	Direct
SAR	$63.04	2025-11-17	Class A Common (667.0)	667	Direct
SAR	$65.9	2025-11-17	Class B Common (1333.0)	1333	Direct
SAR	$71.648	2026-11-15	Class B Common (2000.0)	2000	Direct
SAR	$82.31	2027-11-14	Class B Common (1611.0)	1611	Direct
SAR	$80.19	2028-11-13	Class B Common (1741.0)	1741	Direct
SAR	$85.95	2029-11-12	Class B Common (11323.0)	11323	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 (702). 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 ($78.73) and the exercise price ($36.86). Additional shares are then withheld to satisfy the Company's tax withholding obligations.

F2: Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on November 14, 2017, upon achievement of performance goals under the 2014 Moog Inc. Long Term Incentive Plan.

F3: The performance-based restricted stock units were granted under an equity incentive compensation plan maintained by Moog Inc. and therefore the reporting person paid no price for the shares received upon the vesting of the performance-based restricted stock units.

F4: Reflects 120 shares of Class B Common acquired under the Moog Inc. Employee Stock Purchase Plan on January 1, 2020, and 213 shares of Class B Common acquired under the Moog Inc. Employee Stock Purchase Plan on July 1, 2020.

F5: Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.

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

F7: Stock Appreciation Rights (SAR) granted under the Moog Inc. 2008 Stock 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.