SEC FORM 4/A

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gaug Joseph M

(Last)

(First)

(Middle)

C/O ALBANY INTERNATIONAL CORP.

216 AIRPORT DRIVE

(Street)

ROCHESTER

03867

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBANY INTERNATIONAL CORP /DE/ [ AIN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP-General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/01/2024

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 A Common Stock	03/01/2024		A		2,922⁽¹⁾	A	$0	6,606	D
Class A Common Stock	03/01/2024		M		641⁽²⁾	A	$0	7,247	D
Class A Common Stock	03/01/2024		M		708⁽³⁾	A	$0	7,955	D
Class A Common Stock	03/01/2024		F		2,144⁽⁴⁾	D	$93.85	5,811	D
Class A Common Stock⁽⁵⁾	03/01/2024		M		462	A	$0⁽⁵⁾	462⁽⁵⁾	D⁽⁵⁾
Class A Common Stock⁽⁵⁾	03/01/2024		D		462	D	$89.74	0	D⁽⁵⁾
Class A Common Stock⁽⁵⁾	03/01/2024		M		463	A	$0⁽⁵⁾	463⁽⁵⁾	D⁽⁵⁾
Class A Common Stock⁽⁵⁾	03/01/2024		D		463	D	$89.74	0	D⁽⁵⁾

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)
Phantom Stock Units⁽⁶⁾	⁽⁶⁾	03/01/2024		M			462	03/01/2020⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Class A Common Stock	462	$0⁽⁶⁾	0	D
Phantom Stock Units⁽⁸⁾	⁽⁸⁾	03/01/2024		M			463	03/01/2021⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	926	$0⁽⁸⁾	463	D
Restricted Stock Units⁽¹⁰⁾	⁽¹⁰⁾	03/01/2024		M			641	03/01/2023⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Class A Common Stock	1,282	$0⁽¹⁰⁾	641	D
Restricted Stock Units⁽¹²⁾	⁽¹²⁾	03/01/2024		M			708	03/01/2024⁽¹²⁾⁽¹³⁾	⁽¹²⁾⁽¹³⁾	Class A Common Stock	2,142⁽¹⁴⁾	$0⁽¹²⁾	1,434⁽¹⁴⁾	D
Restricted Stock Units⁽¹⁵⁾	⁽¹⁵⁾							03/01/2025⁽¹⁵⁾⁽¹⁶⁾	⁽¹⁵⁾⁽¹⁶⁾	Class A Common Stock	2,714		2,714	D

Explanation of Responses:

1. Shares distributed pursuant to a Multi-Year Performance Bonus Award made under the Albany International Corp. 2017 Incentive Plan.

2. Shares distributed pursuant to vesting of Restricted Stock units granted February 25, 2022.

3. Shares distributed pursuant to vesting of Restricted Stock units granted February 24, 2023.

4. Shares withheld to satisfy the tax liability in connection with the transaction described in footnotes 1, 2 and 3 above.

5. Deemed acquisition and disposition to the issuer of shares of stock underlying Phantom Stock Units upon automatic vesting and cash settlement of such units (see footnotes 6 and 8). No shares were actually issued to the reporting person, nor did the reporting person dispose of any shares.

6. Phantom Stock Units granted on February 20, 2020 pursuant to the Phantom Stock Unit Plan. Each Phantom Stock Unit entitles the holder to receive the cash equivalent of one share of Class A Common Stock at the time of vesting.

7. 461 Phantom Stock Units will be settled and payable each year on or about March 1, beginning March 1, 2020.

8. Phantom Stock Units granted on February 18, 2021 pursuant to the Phantom Stock Unit Plan. Each Phantom Stock Unit entitles the holder to receive the cash equivalent of one share of Class A Common Stock at the time of vesting.

9. 463 Phantom Stock Units will be settled and payable each year on or about March 1, beginning March 1, 2021.

10. Restricted Stock Units granted February 25, 2022 pursuant to the Albany International Corp. 2017 Incentive Plan. Each Restricted Stock Unit entitles the holder to receive one share of Class A Common Stock at the time of vesting.

11. 641 Restricted Stock Units vest on March 1, 2023; 641 Restricted Stock Units vest on March 1, 2024; and 641 Restricted Stock Units vest on March 1, 2025.

12. Restricted Stock Units granted February 24, 2023 pursuant to the Albany International Corp. 2017 Incentive Plan. Each Restricted Stock Unit entitles the holder to receive one share of Class A Common Stock at the time of vesting.

13. 708 Restricted Stock Units vest on March 1, 2024; 717 Restricted Stock Units vest on March 1, 2025; and 717 Restricted Stock Units vest on March 1, 2026.

14. Correction to outstanding balance and future vesting of this award due to administrative error.

15. Restricted Stock Units granted February 23, 2024 pursuant to the Albany International Corp. 2023 Incentive Plan. Each Restricted Stock Unit entitles the holder to receive one share of Class A Common Stock at the time of vesting.

16. 905 Restricted Stock Units vest on March 1, 2025; 905 Restricted Stock Units vest on March 1, 2026; and 904 Restricted Stock Units vest on March 1, 2027.

	Cynthia A. SantaBarbara, Attorney-in-Fact	03/15/2024
	** 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).
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