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^*

ROCHE PATRICK J

(Last)

(First)

(Middle)

SENECA ST & JAMISON RD

(Street)

EAST AURORA

14052

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOOG INC. [ MOGA/MOGB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/17/2022

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)
Class B Common	11/17/2022		A⁽¹⁾		394	A	$0	7,890	D
Class B Common	11/17/2022		F⁽²⁾		196	D	$87.53	7,694	D
Class A Common								12,659	D
Class B Common⁽³⁾								295	I	401 (k)

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)
SAR⁽⁴⁾	$61.69							⁽⁵⁾	11/11/2023	Class A Common	10,000		10,000	D
SAR⁽⁴⁾	$74.38							⁽⁵⁾	11/11/2024	Class A Common	10,000		10,000	D
SAR⁽⁶⁾	$63.04							⁽⁵⁾	11/17/2025	Class A Common	3,333		3,333	D
SAR⁽⁶⁾	$65.9							⁽⁵⁾	11/17/2025	Class B Common	6,667		6,667	D
SAR⁽⁶⁾	$71.648							⁽⁵⁾	11/15/2026	Class B Common	10,000		10,000	D
SAR⁽⁶⁾	$82.31							⁽⁵⁾	11/14/2027	Class B Common	6,181		6,181	D
SAR⁽⁶⁾	$80.19							⁽⁵⁾	11/13/2028	Class B Common	6,988		6,988	D
SAR⁽⁶⁾	$85.95							⁽⁵⁾	11/12/2029	Class B Common	6,794		6,794	D
SAR⁽⁶⁾	$73.39							⁽⁵⁾	11/17/2030	Class B Common	4,452		4,452	D
SAR⁽⁶⁾	$83							⁽⁵⁾	11/16/2031	Class B Common	8,757		8,757	D

Explanation of Responses:

1. Represents the Class B shares received by the reporting person upon the vesting of the second fixed dollar tranche of the fixed dollar-denominated time vesting award ("TVA") received by the reporting person on November 17, 2020. The TVA vests in three equal fixed dollar tranches and can be settled into Class B shares using the fair market value of the Class B shares on the date of vesting of such tranche.

2. The Company withheld Class B shares to satisfy the tax withholding obligation for the tranche of the reporting person's TVA that vested on November 17, 2022.

3. Reflects shares held in Moog Inc. Retirement Savings Plan as of the most recent statement.

4. Stock Appreciation Rights (SAR) granted under the 2008 Stock Appreciation Rights Plan.

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

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

Remarks:

	/s/ Christopher P. Donnini, as Power of Attorney for Patrick J. Roche	11/18/2022
	** 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.
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