SEC FORM 4

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).

1. Name and Address of Reporting Person^*

Hansen Robert Alan

(Last)

(First)

(Middle)

C/O ALBANY INTERNATIONAL CORP.

216 AIRPORT DRIVE, UNIT 1

(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)
	Senior Vice President & CTO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2012

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

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								8,609	I	By 401(k)
Class A Common Stock	03/01/2012		M		839⁽¹⁾	A	$0	7,246	D
Class A Common Stock	03/01/2012		A		924⁽²⁾	A	$0	8,170	D
Class A Common Stock	03/01/2012		F		544⁽³⁾	D	$23.9	7,626	D
Class A Common Stock⁽⁴⁾	03/01/2012		M		6,668	A	⁽⁴⁾	6,668⁽⁴⁾	D⁽⁴⁾
Class A Common Stock⁽⁴⁾	03/01/2012		D		6,668	D	$24.38	0	D⁽⁴⁾
Class A Common Stock⁽⁴⁾	03/01/2012		M		839	A	⁽⁴⁾	839⁽⁴⁾	D⁽⁴⁾
Class A Common Stock⁽⁴⁾	03/01/2012		D		839	D	$23.54	0	D⁽⁴⁾

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)
Employee Stock Option⁽⁵⁾	$19.375							⁽⁶⁾	11/04/2018	Class A Common Stock	150		150	D
Employee Stock Option⁽⁷⁾	$15.6875							⁽⁶⁾	11/09/2019	Class A Common Stock	200		350	D
Employee Stock Option⁽⁷⁾	$10.5625							⁽⁶⁾	11/15/2020	Class A Common Stock	450		800	D
Employee Stock Option⁽⁷⁾	$20.45							⁽⁶⁾	11/06/2021	Class A Common Stock	600		1,400	D
Employee Stock Option⁽⁷⁾	$20.63							⁽⁶⁾	11/07/2022	Class A Common Stock	1,000		2,400	D
Restricted Stock Units⁽⁸⁾	⁽⁸⁾	03/01/2012		M			6,668	03/01/2011⁽⁸⁾⁽⁹⁾	⁽⁸⁾⁽⁹⁾	Class A Common Stock	13,336⁽¹⁰⁾	⁽⁸⁾	6,668⁽¹⁰⁾	D
Restricted Stock Units⁽¹¹⁾	⁽¹¹⁾	03/01/2012		M			1,678	⁽¹¹⁾⁽¹²⁾	⁽¹¹⁾⁽¹²⁾	Class A Common Stock	1,678⁽¹⁰⁾	⁽¹¹⁾	0	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 footnote 11).

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 and 11). 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. 6,000 Restricted Stock Units (plus related dividend units) vest on March 1, 2011; 6,000 Restricted Stock Units (plus related dividend units) vest on September 1, 2011; 6,000 Restricted Stock Units (plus related dividend units) vest on March 1, 2012; and 6,000 Restricted Stock Units (plus related dividend units) vest on September 1, 2012.

10. Includes dividend units accrued on Restricted Stock Units on January 10, 2012.

11. 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.

12. Reflects settlement (half in cash, half in shares of the Company's Class A Common Stock) on March 1, 2012.

Remarks:

	Kathleen M. Tyrrell, Attorney-in-Fact	03/05/2012
	** 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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