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^*

Schulz David S.

(Last)

(First)

(Middle)

C/O 2500 COLUMBIA AVE

(Street)

LANCASTER

17603

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/16/2013

3. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [ AWI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP and CFO

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)

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 Options	⁽¹⁾	06/01/2021	Common Stock	4,472	$40.71	D
Stock Options	⁽²⁾	02/28/2022	Common Stock	4,287	$43.21	D
Stock Options	⁽³⁾	02/20/2023	Common Stock	3,602	$51.76	D

Explanation of Responses:

1. The options are non-qualified, have a ten-year term that began on June 1, 2011 and were previously granted under the 2011 Long-Term Incentive Plan. 2,981 of such options are vested and the remaining 1,491 options will vest on June 1, 2014 (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-term Incentive Plan). Each stock option entitles the Reporting person to purchase one share of Issuer's common stock at an exercise price equal to $40.71.

2. The options are non-qualified, have a ten-year term that began on February 28, 2012 and were previously granted under the 2011 Long-Term Incentive Plan. 1,429 of such options are vested and the remaining options will vest as follows: 1,429 options on February 28, 2014 and 1,429 options on February 28, 2015 (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-term Incentive Plan). Each stock option entitles the Reporting person to purchase one share of Issuer's common stock at an exercise price equal to $43.21.

3. The options are non-qualified, have a ten-year term that began on February 20, 2013 and were previously granted under the 2011 Long-Term Incentive Plan. The options will vest in three installments as follows: 1,200 options on February 20, 2014; 1,201 options on February 20, 2015; and 1,201 options on February 20, 2016 (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided for under the Issuer's 2011 Long-term Incentive Plan). Each stock option entitles the Reporting person to purchase one share of Issuer's common stock at an exercise price equal to $51.76.

Remarks:

	/s/Christopher S. Parisi, Attorney-in-fact	11/25/2013
	** 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.