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^*

Andrus Kathryn M

(Last)

(First)

(Middle)

DUCOMMUN INCORPORATED

23301WILMINGTON AVE.

(Street)

CARSON

90745-6209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DUCOMMUN INC /DE/ [ DCO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Internal Audit

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2013

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	09/09/2013		M		9,250	A	$26.89	10,750	D
Common Stock	09/12/2013		M		1,000	A	$28.07	11,750	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)
Option - Right To Buy⁽¹⁾	$25.82	09/09/2013		M			2,000	06/26/2008⁽²⁾	06/25/2014	Common Stock	2,000	$0	0	D
Option - Right To Buy⁽¹⁾	$24.34	09/09/2013		M			2,000	06/18/2009⁽³⁾	06/17/2015	Common Stock	2,000	$0	0	D
Option - Right To Buy⁽¹⁾	$18.23	09/09/2013		M			2,000	06/29/2010⁽⁴⁾	06/28/2016	Common Stock	2,000	$0	0	D
Option - Right To Buy⁽¹⁾	$18.04	09/09/2013		M			1,500	06/23/2011⁽⁵⁾	06/22/2017	Common Stock	1,500	$0	500	D
Option - Right To Buy⁽¹⁾	$21.61	09/09/2013		M			1,750	07/27/2012⁽⁶⁾	07/26/2018	Common Stock	1,750	$0	1,750	D
Option - Right To Buy⁽¹⁾	$9.81	09/12/2013		M			1,000	07/01/2013⁽⁷⁾	06/30/2019	Common Stock	1,000	$0	3,000	D

Explanation of Responses:

1. The option represents the right to purchase common stock granted under the Ducommun Incorporated Employee Stock Option Plans, which are Rule 16b-3 plans.

2. The option vested as to 500 shares on each of June 26, 2008, June 26, 2009, June 26, 2010 and June 26, 2011.

3. The option vested as to 500 shares on each of June 18, 2009, June 18, 2010, June 18, 2011 and June 18, 2012.

4. The option vested as to 500 shares on each of June 29, 2010, June 29, 2011, June 29, 2012 and June 29, 2013.

5. The option vested or will vest as to 500 shares on each of June 23, 2011, June 23, 2012, June 23, 2013 and June 23, 2014.

6. The option vested or will vest as to 875 shares on each of July 27, 2012, July 27, 2013, July 27, 2014 and July 27, 2015.

7. The option vested or will vest as to 1,000 shares on each of July 1, 2013, July 1, 2014, July 1, 2015 and July 1, 2016.

	/s/ Kathryn M. Andrus	09/17/2013
	** 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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