FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ALBANY INTERNATIONAL CORP /DE/ [ AIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2006 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 2,300 | I | by ESOP | |||||||
Class A Common Stock(1) | 03/01/2006 | M | 4,741 | A | (1) | 4,741(1) | D(1) | |||
Class A Common Stock(1) | 03/01/2006 | D | 4,741 | D | $36.43 | 0 | D(1) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option(2) | $22.25 | 05/18/1996(3) | 05/18/2015 | Class A Common | 2,500 | 2,500 | D | ||||||||
Employee Stock Option(2) | $22.25 | 05/14/1997(3) | 05/14/2016 | Class A Common | 5,000 | 7,500 | D | ||||||||
Employee Stock Option(2) | $19.375 | 11/04/1999(3) | 11/04/2018 | Class A Common | 15,000 | 22,500 | D | ||||||||
Employee Stock Option(4) | $15.6875 | 11/09/2000(3) | 11/09/2019 | Class A Common | 15,000 | 37,500 | D | ||||||||
Employee Stock Option(4) | $10.5625 | 11/15/2001(3) | 11/15/2020 | Class A Common | 10,000 | 47,500 | D | ||||||||
Employee Stock Option(4) | $20.45 | 11/06/2002(5) | 11/06/2021 | Class A Common | 20,000 | 67,500 | D | ||||||||
Employee Stock Option(4) | $20.63 | 11/07/2003(6) | 11/07/2022 | Class A Common | 20,000 | 87,500 | D | ||||||||
Restricted Stock Units(7) | (7) | (7)(8) | (7)(8) | Class A Common Stock | 4,597 | 4,597 | D | ||||||||
Restricted Stock Units(7) | (7) | (7)(9) | (7)(9) | Class A Common Stock | 6,072 | 6,072 | D | ||||||||
Restricted Stock Units(10) | (10) | 03/01/2006 | M | 4,741 | (10)(11) | (10)(11) | Class A Common Stock | 18,964 | (10) | 14,223 | D |
Explanation of Responses: |
1. Deemed acquisition and disposition to the issuer of shares of stock underlying Restricted Stock Units. No shares were actually issued or disposed. |
2. Options granted pursuant to Company's 1992 Stock Option Plan as incentive to remain in employ of Company. |
3. Fully exercisable. |
4. Options granted pursuant to Company's 1998 Stock Option Plan as incentive to remain in employ of Company. |
5. Become exercisable as to 4,000 shares on each November 6, beginning November 6, 2002. |
6. Become exercisable as to 4,000 shares on each November 7, beginning November 7, 2003. |
7. Restricted Stock Units granted pursuant to the Albany International Corp. 2003 Restricted Stock Unit Plan (the "Restricted Stock Unit Plan"). Each Restricted Stock Unit entitles the holder to receive the cash equivalent of one share of Class A Common Stock at the time of vesting or, in the event that the holder elects to defer payment, at such later time elected in accordance with the Restricted Stock Unit Plan. |
8. 1,500 Restricted Stock Units (plus related dividend units) vest on each November 13, beginning November 13, 2004. |
9. 1,500 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2005. |
10. Restricted Stock Units granted pursuant to the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan"). Each Restricted Stock Unit award entitles the holder to receive a number of shares of Class A Common Stock, the cash equivalent of such shares, or a combination of cash and shares, in each case in accordance with a vesting schedule. |
11. (a) 25% of the reported units (plus related dividend units) will be settled and payable on or about March 1, 2006, (b) 50% of the reported units (plus related dividend units) will be settled and payable on or about March 1, 2007, and (c) the final 25% of the reported units (plus related dividend units) will be settled and payable on or about March 1, 2008. The 2006 payment will be all in cash, while each of the 2007 and 2008 payments will be half in cash, half in shares of the Company's Class A Common Stock. |
Remarks: |
Kathleen M. Tyrrell, Attorney-in-fact | 03/02/2006 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |