SEC FORM 4

SEC Form 4

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^*

Maier Donald R.

(Last)

(First)

(Middle)

C/O ARMSTRONG FLOORING, INC.

2500 COLUMBIA AVENUE, P.O. BOX 3025

(Street)

LANCASTER

17603

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Armstrong Flooring, Inc. [ AFI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								10,563⁽¹⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units⁽²⁾	⁽²⁾							⁽³⁾	⁽³⁾	Common Stock	37,935		37,935	D
Restricted Stock Units⁽²⁾	⁽²⁾							⁽⁴⁾	⁽⁴⁾	Common Stock	5,765		5,765	D
Restricted Stock Units⁽²⁾	⁽²⁾							⁽⁵⁾	⁽⁵⁾	Common Stock	8,498		8,498	D
Stock Option	$15.27							⁽⁶⁾	09/26/2024	Common Stock	18,143		18,143	D
Stock Option	$14.55							⁽⁷⁾	02/25/2024	Common Stock	55,142		55,142	D
Stock Option	$13.98							⁽⁸⁾	02/20/2023	Common Stock	61,685		61,685	D
Stock Option	$11.67							⁽⁹⁾	02/28/2022	Common Stock	83,639		83,639	D
Stock Option	$8.96							⁽¹⁰⁾	11/01/2021	Common Stock	22,313		22,313	D
Stock Option	$9.61							⁽¹¹⁾	03/02/2021	Common Stock	29,970		29,970	D

Explanation of Responses:

1. Shares acquired in a pro rata distribution by Armstrong World Industries, Inc. ("AWI") as a result of the spin-off of the Issuer from AWI, effective on April 1, 2016.

2. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock under the Issuer's 2016 Long-Term Incentive Plan.

3. The restricted stock units were granted to the Reporting Person on February 24, 2015 and will vest as follows: (1) 18,967 on the second anniversary of the grant, and (2) 18,968 on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2016 Long-Term Incentive Plan).

4. The restricted stock units were granted to the Reporting Person on September 26, 2014 and will vest on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2016 Long-Term Incentive Plan).

5. The restricted stock units were granted to the Reporting Person on February 25, 2014 and will vest on December 31, 2016 (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2016 Long-Term Incentive Plan).

6. The stock options were granted on September 26, 2014 and 6,046 have vested; the remaining 12,097 unvested stock options will vest and become exercisable as follows: (1) 6,048 on the second anniversary of the grant, and (2) 6,049 on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2016 Long-Term Incentive Plan).

7. The stock options were granted on February 25, 2014 and 36,760 have vested; the remaining 18,382 unvested stock options will vest and become exercisable on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2016 Long-Term Incentive Plan).

8. The stock options were granted on February 20, 2013 and have vested.

9. The stock options were granted on February 28, 2012 and have vested.

10. The stock options were granted on November 1, 2011 and have vested.

11. The stock options were granted on March 2, 2011 and have vested.

Remarks:

NOTE: All derivative securities on Table II granted prior to April 1, 2016 were originally issued by AWI and, as a result of the spin-off of the Issuer from AWI effective on April 1, 2016, were adjusted and assumed by the Issuer under its 2016 Long-Term Incentive Plan.

	/s/ Christopher S. Parisi, Attorney-in-Fact	04/13/2016
	** 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).
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