SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Campbell Roger Perry

(Last)

(First)

(Middle)

AMERICAN WOODMARK CORPORATION

3102 SHAWNEE DRIVE

(Street)

WINCHESTER

22601

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2013

3. Issuer Name and Ticker or Trading Symbol
AMERICAN WOODMARK CORP [ AMWD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP & GM New Construction

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,409⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option Right-To-Buy	06/12/2007	06/12/2016	Common Stock	4,200⁽²⁾	$32.76	D
Stock Option Right-To-Buy	06/08/2008	06/08/2017	Common Stock	4,200⁽²⁾	$34.11	D
Stock Option Right-To-Buy	06/08/2012	06/08/2021	Common Stock	5,000⁽²⁾	$18.16	D
Stock Option Right-To-Buy	06/08/2013	06/08/2022	Common Stock	5,000⁽²⁾	$17.62	D
Stock Option Right-To-Buy	06/07/2014	06/07/2023	Common Stock	6,200⁽²⁾	$36.74	D

Explanation of Responses:

1. Includes Service-Based restricted stock unit awards of 1,000 shares vesting on June 8, 2014, 1,000 shares vesting on June 8, 2015 and 1,125 shares vesting on June 7, 2016, plus Performance-Based restricted stock unit awards that also have service-based vesting requirements of 2,400 shares vesting on June 8, 2014 and 2,430 shares vesting on June 8, 2015. Also includes 2,329 shares held in the Company 401(k) Plan.

2. Options granted under the "Amended and Restated 2004 Stock Incentive Plan for Employees," vesting 1/3 on each of the first 3 anniversary dates of the grant and expire on the 10-year anniversary date of the grant.

Remarks:

	Debbie Bucklew, Attorney-In-Fact	08/28/2013
	** 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 5 (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.