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*
BONDERMAN DAVID

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

(Street)
FORT WORTH TX 76102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARMSTRONG WORLD INDUSTRIES INC [ AWI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/09/2011
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 09/09/2011 X 36,307 A (3) 7,038,199 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 41,295 A (4) 7,079,494 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 105,763 A (5) 7,185,257 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 92,546 A (6) 7,277,803 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 76,370 A (7) 7,354,173 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 35,175 A (8) 7,389,348 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 8,755 A (9) 7,398,103 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 30,435 A (10) 7,428,538 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 24,965 A (11) 7,453,503 I See Footnotes (1) (2) (13)
Common Stock, par value $0.01 per share 09/09/2011 X 35,517 A (12) 7,489,020 I See Footnotes (1) (2) (13)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Prepaid Forward Contract (3) (3) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 36,307 $0 0 I See Footnotes (1) (2) (3) (13)
Prepaid Forward Contract (4) (4) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 41,295 $0 0 I See Footnotes (1) (2) (4) (13)
Prepaid Forward Contract (5) (5) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 105,763 $0 0 I See Footnotes (1) (2) (5) (13)
Prepaid Forward Contract (6) (6) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 92,546 $0 0 I See Footnotes (1) (2) (6) (13)
Prepaid Forward Contract (7) (7) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 76,370 $0 0 I See Footnotes (1) (2) (7) (13)
Prepaid Forward Contract (8) (8) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 35,175 $0 0 I See Footnotes (1) (2) (8) (13)
Prepaid Forward Contract (9) (9) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 8,755 $0 0 I See Footnotes (1) (2) (9) (13)
Prepaid Forward Contract (10) (10) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 30,435 $0 0 I See Footnotes (1) (2) (10) (13)
Prepaid Forward Contract (11) (11) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 24,965 $0 0 I See Footnotes (1) (2) (11) (13)
Prepaid Forward Contract (12) (12) 09/09/2011 X 1 09/09/2011 04/04/2012 Common Stock, par value $0.01 per share 35,517 $0 0 I See Footnotes (1) (2) (12) (13)
Explanation of Responses:
1. David Bonderman (the "Reporting Person") is a director, officer and shareholder of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation, which is the general partner of TPG Group Holdings (SBS), L.P., a Delaware limited partnership, which is the sole member of TPG Holdings I-A, LLC, a Delaware limited liability company, which is the general partner of TPG Holdings I, L.P., a Delaware limited partnership, which is the sole member of both TPG GenPar V Advisors, LLC, a Delaware limited liability company ("Advisors V") and TPG GenPar VI Advisors, LLC, a Delaware limited liability company ("Advisors VI"). Mr. Bonderman is a director, officer and shareholder of TPG Advisors VI, Inc., a Delaware Corporation ("TPG Advisors VI").
2. Advisors V is the general partner of TPG GenPar V, L.P., a Delaware limited partnership, which is the general partner of TPG Partners V, L.P. a Delaware limited partnership ("Partners V"), TPG FOF V-A, L.P., a Delaware limited partnership ("FOF V-A"), and TPG FOF V-B, L.P., a Delaware limited partnership ("FOF V-B"). Advisors VI is the general partner of TPG GenPar VI, L.P., a Delaware limited partnership, which is the general partner of TPG Partners VI, L.P., a Delaware limited partnership ("Partners VI"). TPG Advisors VI is the general partner of FOF VI SPV, L.P., a Delaware limited partnership ("FOF VI"). Partners V is the managing member of Armor TPG Holdings LLC ("Armor TPG"), whose membership interests are, collectively, wholly owned by Partners V, Partners VI, FOF V-A, FOF V-B and FOF VI. Armor TPG directly holds 7,489,020 shares of Common Stock of the Issuer.
3. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 15, 2011 with Societe Generale ("SG") with respect to 36,307 shares of Common Stock of the Issuer at a forward price of $37.8189 per share by delivery of Common Stock to Armor TPG on the settlement date.
4. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 16, 2011 with SG with respect to 41,295 shares of Common Stock of the Issuer at a forward price of $37.9602 per share by delivery of Common Stock to Armor TPG on the settlement date.
5. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 18, 2011 with SG with respect to 105,763 shares of Common Stock of the Issuer at a forward price of $36.2699 per share by delivery of Common Stock to Armor TPG on the settlement date.
6. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 19, 2011 with SG with respect to 92,546 shares of Common Stock of the Issuer at a forward price of $35.7179 per share by delivery of Common Stock to Armor TPG on the settlement date.
7. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 22, 2011 with SG with respect to 76,370 shares of Common Stock of the Issuer at a forward price of $35.6846 per share by delivery of Common Stock to Armor TPG on the settlement date.
8. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 23, 2011 with SG with respect to 35,175 shares of Common Stock of the Issuer at a forward price of $36.2035 per share by delivery of Common Stock to Armor TPG on the settlement date.
9. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 24, 2011 with SG with respect to 8,755 shares of Common Stock of the Issuer at a forward price of $36.8587 per share by delivery of Common Stock to Armor TPG on the settlement date.
10. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 25, 2011 with SG with respect to 30,435 shares of Common Stock of the Issuer at a forward price of $37.1199 per share by delivery of Common Stock to Armor TPG on the settlement date.
11. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on August 26, 2011 with SG with respect to 24,965 shares of Common Stock of the Issuer at a forward price of $37.6215 per share by delivery of Common Stock to Armor TPG on the settlement date.
12. On September 9, 2011, Armor TPG elected to settle the forward transaction entered into on September 2, 2011 with SG with respect to 35,517 shares of Common Stock of the Issuer at a forward price of $37.9269 per share by delivery of Common Stock to Armor TPG on the settlement date.
13. Because of the Reporting Person's relationship to Armor TPG, for reporting purposes under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by Armor TPG to the extent of the greater of its respective direct or indirect pecuniary interests in the profits or capital accounts of Armor TPG. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Person is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any shares of Common Stock of the Issuer in excess of such amounts.
Remarks:
(14) Ronald Cami is signing on behalf of Mr. Bonderman pursuant to the authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission.
/s/ Ronald Cami, on behalf of David Bonderman (14) 09/13/2011
** Signature of Reporting Person Date
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