X0304 4 2011-08-15 0 0000007431 ARMSTRONG WORLD INDUSTRIES INC AWI 0000860866 BONDERMAN DAVID C/O TPG CAPITAL L.P., 301 COMMERCE STREET, SUITE 3300 FORT WORTH TX 76102 1 0 1 0 Prepaid Forward Contract 2011-08-15 4 J 0 1 A 2012-04-04 Common Stock, par value $0.01 per share 36307 1 I See Explanation of Responses Prepaid Forward Contract 2011-08-16 4 J 0 1 A 2012-04-04 Common Stock, par value $0.01 per share 41295 1 I See Explanation of Responses 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"). 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 7,001,892 shares of Common Stock of the Issuer. On August 15, 2011, Armor TPG entered into a forward transaction with Societe Generale ("SG") (the "August 15 Forward Transaction") with respect to 36,307 shares of Common Stock of the Issuer at a forward price of $37.8189 per share. Subject to Armor TPG's right to accelerate the settlement of the August 15 Forward Transaction upon one business day's notice, the August 15 Forward Transaction will settle on April 4, 2012. At the election of Armor TPG, the August 15 Forward Transaction may be settled in cash or by delivery of Common Stock to Armor TPG; provided that (i) cash settlement may not be elected before a date at least six months following the Transaction Date and (ii) physical settlement may not be elected unless certain conditions have been satisfied. On August 16, 2011, Armor TPG entered into a forward transaction with SG (the "August 16 Forward Transaction") with respect to 41,295 shares of Common Stock of the Issuer at a forward price of $37.9602 per share. Subject to Armor TPG's right to accelerate the settlement of the August 16 Forward Transaction upon one business day's notice, the August 16 Forward Transaction will settle on April 4, 2012. At the election of Armor TPG, the August 16 Forward Transaction may be settled in cash or by delivery of Common Stock to Armor TPG; provided that (i) cash settlement may not be elected before a date at least six months following the Transaction Date and (ii) physical settlement may not be elected unless certain conditions have been satisfied. 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. (6) 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 (6) 2010-08-17