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
ALBANY INTERNATIONAL CORP /DE/ [ AIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/01/2011 | ||||||||||||||||||||||||||
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 Stock | 03/01/2011 | M | 3,714(1) | A | $0 | 20,514 | D | |||
Class A Common Stock | 03/01/2011 | A | 2,685(2) | A | $0 | 23,199 | D | |||
Class A Common Stock | 03/01/2011 | F | 1,737(3) | D | $23.71 | 21,462 | D | |||
Class A Common Stock(4) | 03/01/2011 | M | 7,335 | A | (4) | 7,335(4) | D(4) | |||
Class A Common Stock(4) | 03/01/2011 | D | 7,335 | D | $23.86 | 0 | D(4) | |||
Class A Common Stock(4) | 03/01/2011 | M | 1,116 | A | (4) | 1,116(4) | D(4) | |||
Class A Common Stock(4) | 03/01/2011 | D | 1,116 | D | $24.14 | 0 | D(4) | |||
Class A Common Stock(4) | 03/01/2011 | M | 2,598 | A | (4) | 2,598(4) | D(4) | |||
Class A Common Stock(4) | 03/01/2011 | D | 2,598 | D | $24.14 | 0 | D(4) |
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 | ||||||||
Employee Stock Option(5) | $18.625 | (6) | 05/14/2012 | Class A Common Stock | 1,000 | 1,000 | D | ||||||||
Employee Stock Option(5) | $16.25 | (6) | 05/28/2013 | Class A Common Stock | 1,000 | 2,000 | D | ||||||||
Employee Stock Option(5) | $18.75 | (6) | 05/11/2014 | Class A Common Stock | 1,000 | 3,000 | D | ||||||||
Employee Stock Option(5) | $22.25 | (6) | 05/18/2015 | Class A Common Stock | 1,500 | 4,500 | D | ||||||||
Employee Stock Option(5) | $22.25 | (6) | 05/14/2016 | Class A Common Stock | 2,000 | 6,500 | D | ||||||||
Employee Stock Option(5) | $19.75 | (6) | 04/15/2017 | Class A Common Stock | 2,000 | 8,500 | D | ||||||||
Employee Stock Option(7) | $19.375 | (6) | 11/04/2018 | Class A Common Stock | 2,500 | 11,000 | D | ||||||||
Employee Stock Option(7) | $15.6875 | (6) | 11/09/2019 | Class A Common Stock | 4,000 | 15,000 | D | ||||||||
Employee Stock Option(7) | $10.5625 | (6) | 11/15/2020 | Class A Common Stock | 2,800 | 17,800 | D | ||||||||
Employee Stock Option(7) | $20.45 | (6) | 11/06/2021 | Class A Common Stock | 4,000 | 21,800 | D | ||||||||
Employee Stock Option(7) | $20.63 | (6) | 11/07/2022 | Class A Common Stock | 4,000 | 25,800 | D | ||||||||
Restricted Stock Units(8) | (8) | 03/01/2011 | M | 7,335 | 03/01/2011(8)(9) | (8)(9) | Class A Common Stock | 29,341(10) | (8) | 22,006 | D | ||||
Restricted Stock Units(11) | (11) | 03/01/2011 | M | 2,232 | (11)(12) | (11)(12) | Class A Common Stock | 2,232(10) | (11) | 0 | D | ||||
Restricted Stock Units(13) | (13) | 03/01/2011 | M | 5,196 | (13)(14) | (13)(14) | Class A Common Stock | 7,796(10) | (13) | 2,600 | D |
Explanation of Responses: |
1. Shares distributed upon partial settlement of Restricted Stock Units previously granted pursuant to the Albany International Corp. 2005 Incentive Plan (see footnotes 11 and 13). |
2. Shares distributed pursuant to an Annual Performance Bonus Award made under the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan"). |
3. Shares withheld to satisfy the tax liability in connection with the acquisitions described in footnotes 1 and 2 above. |
4. Deemed acquisition and disposition to the issuer of shares of stock underlying Restricted Stock Units upon automatic vesting and cash settlement of such Units (see footnotes 8, 11 and 13). No shares were actually issued to the reporting person, nor did the reporting person dispose of any shares. |
5. Options granted pursuant to the Company's 1992 Stock Option Plan as incentive to remain in employ of the Company. |
6. Fully exercisable. |
7. Options granted pursuant to the Company's 1998 Stock Option Plan as incentive to remain in employ of the Company. |
8. Restricted Stock Units granted pursuant to the Albany International Corp. 2003 Restricted Stock Unit Plan (the "Restricted Stock Unit Plan"). Each Restricted Stock Unit entitles the holder to receive the cash equivalent of one share of Class A Common Stock at the time of vesting or, in the event that the holder elects to defer payment, at such later time elected in accordance with the Restricted Stock Unit Plan. |
9. 6,750 Restricted Stock Units (plus related dividend units) vest on March 1, 2011; 6,750 Restricted Stock Units (plus related dividend units) vest on September 1, 2011; 6,750 Restricted Stock Units (plus related dividend units) vest on March 1, 2012; and 6,750 Restricted Stock Units (plus related dividend units) vest on September 1, 2012. |
10. Includes dividend units accrued on Restricted Stock Units on April 7, 2010, July 8, 2010, October 7, 2010 and January 10, 2011. |
11. Restricted Stock Units granted on February 27, 2009 pursuant to the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan"). Each Restricted Stock Unit award entitles the holder to receive a number of shares of Class A Common Stock, the cash equivalent of such shares, or a combination of cash and shares, in each case in accordance with a settlement schedule. |
12. Reflects settlement (half in cash, half in shares of the Company's Class A Common Stock) on March 1, 2011. |
13. Restricted Stock Units granted on February 25, 2010 pursuant to the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan"). Each Restricted Stock Unit award entitles the holder to receive a number of shares of Class A Common Stock, the cash equivalent of such shares, or a combination of cash and shares, in each case in accordance with a settlement schedule. |
14. Reflects settlement (half in cash, half in shares of the Company's Class A Common Stock) of two-thirds of the reported units on March 1, 2011. The remaining reported units (plus related dividend units) will be settled and payable on or about March 1, 2012, half in cash, half in shares of the Company's Class A Common Stock. |
Remarks: |
Kathleen M. Tyrrell, Attorney-in-Fact | 03/03/2011 | |
** 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. |