0001140361-11-042660.txt : 20110817
0001140361-11-042660.hdr.sgml : 20110817
20110817202514
ACCESSION NUMBER: 0001140361-11-042660
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110815
FILED AS OF DATE: 20110817
DATE AS OF CHANGE: 20110817
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ARMSTRONG WORLD INDUSTRIES INC
CENTRAL INDEX KEY: 0000007431
STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089]
IRS NUMBER: 230366390
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2500 COLUMBIA AVE
CITY: LANCASTER
STATE: PA
ZIP: 17603
BUSINESS PHONE: 7173970611
MAIL ADDRESS:
STREET 1: 2500 COLUMBIA AVE
CITY: LANCASTER
STATE: PA
ZIP: 17603
FORMER COMPANY:
FORMER CONFORMED NAME: ARMSTRONG CORK CO
DATE OF NAME CHANGE: 19800611
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: COULTER JAMES G
CENTRAL INDEX KEY: 0001099776
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02116
FILM NUMBER: 111043574
MAIL ADDRESS:
STREET 1: 301 COMMERCE STREET
STREET 2: SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TPG Group Holdings (SBS) Advisors, Inc.
CENTRAL INDEX KEY: 0001495741
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-02116
FILM NUMBER: 111043573
BUSINESS ADDRESS:
STREET 1: 301 COMMERCE ST. SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
BUSINESS PHONE: 817-871-4000
MAIL ADDRESS:
STREET 1: 301 COMMERCE ST. SUITE 3300
CITY: FORT WORTH
STATE: TX
ZIP: 76102
4
1
doc1.xml
FORM 4
X0304
4
2011-08-15
0
0000007431
ARMSTRONG WORLD INDUSTRIES INC
AWI
0001099776
COULTER JAMES G
C/O TPG CAPITAL, L.P.
301 COMMERCE STREET, SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
0001495741
TPG Group Holdings (SBS) Advisors, Inc.
C/O TPG CAPITAL L.P.
301 COMMERCE ST. SUITE 3300
FORT WORTH
TX
76102
0
0
1
0
Prepaid Forward Contract
2011-08-15
4
J
0
1
A
2012-04-04
Common Stock, par value $0.01 per share
36307
1
I
See Explanation of Responses
Prepaid Forward Contract
2011-08-16
4
J
0
1
A
2012-04-04
Common Stock, par value $0.01 per share
41295
1
I
See Explanation of Responses
James G. Coulter is a director, officer and shareholder of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation ("Group Advisors" and, together with James G. Coulter, the "Reporting Persons"), which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of both TPG GenPar V Advisors, LLC, a Delaware limited liability company ("Advisors V") and TPG GenPar VI Advisors, LLC, a Delaware limited liability company ("Advisors VI"). Mr. Coulter is a director, officer and shareholder of TPG Advisors VI, Inc., a Delaware Corporation ("TPG Advisors VI").
Advisors V is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the general partner of TPG Partners V, L.P. a Delaware limited partnership ("Partners V"), TPG FOF V-A, L.P., a Delaware limited partnership ("FOF V-A"), and TPG FOF V-B, L.P., a Delaware limited partnership ("FOF V-B"). Advisors VI is the general partner of TPG GenPar VI, L.P., a Delaware limited partnership, which is the general partner of TPG Partners VI, L.P., a Delaware limited partnership ("Partners VI"). TPG Advisors VI is the general partner of FOF VI SPV, L.P., a Delaware limited partnership ("FOF VI"). Partners V is the managing member of Armor TPG Holdings LLC ("Armor TPG"), whose membership interests are, collectively, wholly owned by Partners V, Partners VI, FOF V-A, FOF V-B and FOF VI. Armor TPG directly holds 7,001,892 shares of Common Stock of the Issuer.
On August 15, 2011, Armor TPG entered into a forward transaction with Societe Generale ("SG") (the "August 15 Forward Transaction") with respect to 36,307 shares of Common Stock of the Issuer at a forward price of $37.8189 per share. Subject to Armor TPG's right to accelerate the settlement of the August 15 Forward Transaction upon one business day's notice, the August 15 Forward Transaction will settle on April 4, 2012. At the election of Armor TPG, the August 15 Forward Transaction may be settled in cash or by delivery of Common Stock to Armor TPG; provided that (i) cash settlement may not be elected before a date at least six months following the Transaction Date and (ii) physical settlement may not be elected unless certain conditions have been satisfied.
On August 16, 2011, Armor TPG entered into a forward transaction with SG (the "August 16 Forward Transaction") with respect to 41,295 shares of Common Stock of the Issuer at a forward price of $37.9602 per share. Subject to Armor TPG's right to accelerate the settlement of the August 16 Forward Transaction upon one business day's notice, the August 16 Forward Transaction will settle on April 4, 2012. At the election of Armor TPG, the August 16 Forward Transaction may be settled in cash or by delivery of Common Stock to Armor TPG; provided that (i) cash settlement may not be elected before a date at least six months following the Transaction Date and (ii) physical settlement may not be elected unless certain conditions have been satisfied.
Because of the Reporting Persons' respective relationships to Armor TPG, for reporting purposes under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons may be deemed to beneficially own the Common Stock beneficially owned by Armor TPG to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of Armor TPG. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares in excess of such amounts.
(6) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act.
(7) Ronald Cami is signing on behalf of Mr. Coulter pursuant to the authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission.
/s/ Ronald Cami, Vice President and Secretary, TPG Group Holdings (SBS) Advisors, Inc. (6)
2011-08-17
/s/ Ronald Cami, on behalf of James G. Coulter (6)(7)
2011-08-17