| 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
MOOG INC. [ MOGA/MOGB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/24/2024 | ||||||||||||||||||||||||||
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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 | 09/24/2024 | M | 15,000 | A | $74.38 | 54,728 | D | |||
| Class A Common | 09/24/2024 | F | 10,406(1) | D | $201.9 | 44,322 | D | |||
| Class A Common | 35,846 | I | Spouse | |||||||
| Class B Common | 25,816 | D | ||||||||
| Class B Common(2) | 3,525 | I | 401 (k) | |||||||
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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 | ||||||||
| SAR(3) | $74.38 | 09/24/2024 | M | 15,000 | (4) | 11/11/2024 | Class A Common | 15,000 | $0 | 0 | D | ||||
| SAR(5) | $63.04 | (4) | 11/17/2025 | Class A Common | 5,000 | 5,000 | D | ||||||||
| SAR(5) | $65.9 | (4) | 11/17/2025 | Class B Common | 10,000 | 10,000 | D | ||||||||
| SAR(5) | $71.648 | (4) | 11/15/2026 | Class B Common | 20,000 | 20,000 | D | ||||||||
| SAR(5) | $82.31 | (4) | 11/14/2027 | Class B Common | 18,543 | 18,543 | D | ||||||||
| SAR(5) | $80.19 | (4) | 11/13/2028 | Class B Common | 27,949 | 27,949 | D | ||||||||
| SAR(5) | $85.95 | (4) | 11/12/2029 | Class B Common | 33,969 | 33,969 | D | ||||||||
| SAR(5) | $73.39 | (4) | 11/17/2030 | Class B Common | 25,130 | 25,130 | D | ||||||||
| SAR(5) | $83 | (4) | 11/16/2031 | Class B Common | 23,352 | 23,352 | D | ||||||||
| Explanation of Responses: |
| 1. This represents the difference between the number of SARs exercised (15,000) and the number of shares issued as a result of the exercise (4,594). 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 ($201.90) and the exercise price ($74.38). Additional shares are then withheld to satisfy the Company's tax withholding obligations. |
| 2. Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants. |
| 3. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2008 Stock Appreciation Rights Plan. |
| 4. SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant. |
| 5. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan. |
| Remarks: |
| Eric Moss is signing on behalf of Mr. Scannell pursuant to a power of attorney dated May 7, 2024, which is filed herewith as Ex-24. Exhibit 24 - Power of Attorney |
| /s/ Eric Moss, as Power of Attorney for John R. Scannell | 09/25/2024 | |
| ** 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. | ||