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CUSIP NO. 04247X102 Page 8 of 10
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This Amendment No. 3 to the Schedule 13D supplements the information set
forth in the Schedule 13D filed by the Reporting Persons with the United
States Securities and Exchange Commission (the “SEC”), as amended from time
to time (the “Schedule 13D”), relating to the Common Stock, $0.01 par
value (the “Common Stock”) of Armstrong World Industries, Inc., a
Pennsylvania corporation (the “Issuer”). Capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in
the Schedule 13D.
CUSIP NO. 04247X102 Page 8 of 10
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This Amendment No. 3 to the Schedule 13D supplements the information set
forth in the Schedule 13D filed by the Reporting Persons with the United
States Securities and Exchange Commission (the “SEC”), as amended from time
to time (the “Schedule 13D”), relating to the Common Stock, $0.01 par
value (the “Common Stock”) of Armstrong World Industries, Inc., a
Pennsylvania corporation (the “Issuer”). Capitalized terms contained herein
but not otherwise defined shall have the meanings ascribed to such terms in
the Schedule 13D.
The information set forth in response to each separate Item below shall
be deemed to be a response to all Items where such information is relevant.
The Schedule 13D is hereby supplementally amended as follows:
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.
As of the date hereof, the Reporting Persons beneficially own 5,354,910
shares of Common Stock, representing approximately 10.4% of the Issuer’s
outstanding Common Stock. All percentages set forth in this Schedule 13D are
based upon the Issuer’s reported 51,663,627 outstanding shares of Common
Stock as of July 25, 2018, as reported in the Issuer’s Form 10-Q for the
quarterly period ended June 30, 2018.
(c) The following table sets forth all transactions with respect to
shares of Common Stock effected in the previous sixty days to this Schedule
13D by the Reporting Persons or on behalf of the Reporting Persons, inclusive
of any transaction effected through 4:00pm, New York City time, on August 9,
2018. Except as otherwise noted below, all such transactions were purchases
or sales of shares of Common Stock effected in the open market.
Shares
Reporting Person Trade Date Buy/Sell Bought/Sold Price/Share
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ValueAct Master Fund 08/07/2018 Sell 1,500,000 $69.20
