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FORM 3UNITED 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
BURNS KEVIN R

(Last)(First)(Middle)
C/O TPG CAPITAL, L.P.,, 301 COMMERCE STREET, SUITE 3300

(Street)
FORT WORTHTX76102

(City)(State)(Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2009
3. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [AWI]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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 Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
No securities are beneficially owned (1) 0
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 Excercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Kevin R. Burns is a partner of TPG Capital, L.P., which is affiliated with Armor TPG Holdings LLC ("Armor"), which, as of the date hereof, directly holds 7,000,000 shares of common stock of Armstrong World Industries, Inc. ("Common Stock") and an economic interest in an additional 1,039,777 shares of Common Stock underlying a prepaid share forward transaction (collectively, the "Investments"). Mr. Burns disclaims beneficial ownership of the Investments that are or may be beneficially owned by Armor or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Burns is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer directly or indirectly held by Armor or any of its affiliates.
 
Remarks:
(2)�Clive�D.�Bode�is�signing�on�behalf�of�Mr.�Burns�pursuant�to�the�authorization�and�designation�letter�dated�September�1,
�2009,�which�is�filed�as�an�exhibit�herewith.
/s/ Clive D. Bode, on behalf of Kevin R. Burns (2)09/24/2009
** Signature of Reporting PersonDate
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.

EX-99

 

 

September 1, 2009

 

Securities and Exchange Commission

450 Fifth Street, NW

Washington, DC 20549

 

This letter confirms that Clive D. Bode and John E. Viola are authorized and designated to sign all securities related filings with the Securities and Exchange Commission, including Forms 3, 4 and 5, on my behalf. This authorization and designation shall be valid for three years from the date of this letter.

 

 

Very truly yours,

 

 

/s/ Kevin Burns         

Kevin Burns










301 Commerce Street, Suite 3300, Fort Worth, TX 76102

817-871-4000 T ~ 817-871-4088 F


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