| 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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 | | OMB APPROVAL | | OMB Number: | 3235-0287 | | Expires: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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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*| GRASBERGER F NICHOLAS III |
| C/O ARMSTRONG WORLD INDUSTRIES, INC., 2500 COLUMBIA AVENUE | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC
[AWI] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable) | Director | | 10% Owner | | X | Officer (give title below) | | Other (specify below) | | Exec VP AWI, CEO ABP |
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3. Date of Earliest Transaction (Month/Day/Year)
09/25/2009 |
4. 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 |
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| 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) |
| Code | V | Amount | (A) or (D) | Price |
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Common Stock
| 09/25/2009 | | F | |
27,083
| D | $
31.9
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59,823
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D
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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 Underlying Securities
(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 of Derivative Security: 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 |
| Explanation of Responses: |
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Remarks:
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| Michele M. Nicholas, Attorney-in-fact | 09/25/2009 |
| ** 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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| 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-24.
rrd227165_256505.html
POWER OF ATTORNEY
For SEC Section 16 Reporting and Related Matters
I hereby constitute and appoint each of Michele M. Nicholas, Jeffrey D. Nickel and
Robert J. Sandkuhler as my true and lawful attorneys-in-fact and agents, and grant each of them,
acting alone, full power to act on my behalf and in my name, place and stead, in any and all
capacities for the purposes of signing on my behalf, any Form 3, Form 4 or Form 5 required to be
filed by me pursuant to Section 16 of the Securities and Exchange Act of 1934, as amended, and
any Form 144 required to be filed by me under the Securities Act of 1933, as amended, and Rule
144 promulgated thereunder including, without limitation, the power to sign any and all
amendments to such forms, if any, and to file such forms with the Securities and Exchange
Commission, and to do and perform each and every act and thing requisite or necessary to be
done in connection with such forms, as fully and to all intents and purposes as I might or could
do in person. The authority under this Power of Attorney shall continue until I am no longer
required to file Form 3, Form 4, Form 5 and Form 144 with regard to my ownership of or
transactions in securities of Armstrong World Industries, Inc., unless earlier revoked in writing.
I acknowledge that the above-named attorneys-in-fact are not assuming any of my
responsibilities to comply with Rule 144 of the Securities Act of 1933, Section 16 of the
Securities and Exchange Act of 1934, or any other securities laws.
IN WITNESS WHEREOF, I have signed my name this 29th day of January, 2009.
/s/ F. Nicholas Grasberger
__________________________
F. Nicholas Grasberger