Edgar Filing: ARMSTRONG WORLD INDUSTRIES INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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

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1. Name and Address of Reporting Person ^*

COULTER JAMES G

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	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O TPG CAPITAL, L.P., 301 COMMERCE STREET, SUITE 3300

3. Date of Earliest Transaction (Month/Day/Year)
09/09/2011

(Street)

FORT WORTH, TX 76102

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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)
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⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Prepaid Forward Contract ⁽³⁾

⁽³⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

36,307

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽⁴⁾

⁽⁴⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

41,295

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁴⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽⁵⁾

⁽⁵⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

105,763

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽⁶⁾

⁽⁶⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

92,546

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁶⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽⁷⁾

⁽⁷⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

76,370

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁷⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽⁸⁾

⁽⁸⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

35,175

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁸⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽⁹⁾

⁽⁹⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

8,755

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁹⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽¹⁰⁾

⁽¹⁰⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

30,435

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽¹⁰⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽¹¹⁾

⁽¹¹⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

24,965

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽¹¹⁾ ⁽¹³⁾

Prepaid Forward Contract ⁽¹²⁾

⁽¹²⁾

09/09/2011

04/04/2012

Common Stock, par value $0.01 per share

35,517

$ 0

See Footnotes ⁽¹⁾ ⁽²⁾ ⁽³⁾ ⁽¹²⁾ ⁽¹³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
COULTER JAMES G C/O TPG CAPITAL, L.P. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102		X
TPG Group Holdings (SBS) Advisors, Inc. C/O TPG CAPITAL L.P. 301 COMMERCE ST. SUITE 3300 FORT WORTH, TX 76102		X

Signatures

/s/ Ronald Cami, Vice President, TPG Group Holdings (SBS) Advisors, Inc. (14)		09/13/2011
^**Signature of Reporting Person		Date
/s/ Ronald Cami, on behalf of James G. Coulter (14)(15)		09/13/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	James G. Coulter is a director, officer and shareholder of TPG Group Holdings (SBS) Advisors, Inc., a Delaware corporation ("Group Advisors" and, together with James G. Coulter, the "Reporting Persons"), 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. Coulter 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 Persons' respective relationships to Armor TPG, for reporting purposes under Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Reporting Persons may be deemed to beneficially own the Common Stock beneficially owned by Armor TPG to the extent of the greater of their 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 Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any shares in excess of such amounts.
Remarks: (14) The Reporting Persons are jointly filing this Form 4 pursuant to Rule 16a-3(j) under the Exchange Act. (15) Ronald Cami is signing on behalf of Mr. Coulter pursuant to the authorization and designation letter dated July 1, 2010, which was previously filed with the Securities and Exchange Commission.

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