Jeff Ubben Is Dumping Armstrong World Industries Inc (NYSE:AWI)

We have been following Jeff Ubben‘s Armstrong World Industries Inc (NYSE:AWI) bet for 4 years now. ValueAct purchased 2 million shares of AWI at around $55 4 years ago. The fund also purchased another 3.5 million shares at $50.43 and 1 million shares for $49. This investment was under water for 3 full years. Finally, last November, Armstrong World Industries Inc (NYSE:AWI) shares climbed above $55. Ubben waited a few months and sold 2.35 million of these shares just under $60 during the first quarter of this year.

AWI shares kept climbing since May and currently change hands for $68. Today, Jeff Ubben disclosed selling another 1.5 million shares for $69 per share (the details of this filing can be seen below). The funny thing is that investors would have generated much higher returns by buying this stock when Ubben started selling it. We don’t think it is a good idea to sell the stock which has been outperforming the market over the last 12 months.

You can access the original SEC filing by clicking here.

Ownership Summary Table

Page 1 of 10 – SEC Filing

Page 2 of 10 – SEC Filing

ValueAct Capital Master Fund, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS (See Instructions)*

WC*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

British Virgin Islands
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,354,910**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
5,354,910**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,354,910**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 3 of 10 – SEC Filing

VA Partners I, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,354,910**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
5,354,910**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,354,910**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 4 of 10 – SEC Filing

ValueAct Capital Management, L.P.
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,354,910**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
5,354,910**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,354,910**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 5 of 10 – SEC Filing

ValueAct Capital Management, LLC
—————————————————————————–
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,354,910**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
5,354,910**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,354,910**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Item 2 and 5

Page 6 of 10 – SEC Filing

ValueAct Holdings, L.P.
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,354,910**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
5,354,910**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,354,910**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%
—————————————————————————–
14. TYPE OF REPORTING PERSON

PN
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 7 of 10 – SEC Filing

ValueAct Holdings GP, LLC
—————————————————————————
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
—————————————————————————–
3. SEC USE ONLY

—————————————————————————–
4. SOURCE OF FUNDS*

00*
—————————————————————————–
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
—————————————————————————–
6. CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware
—————————————————————————–
7. SOLE VOTING POWER
0
NUMBER OF ———————————————————-
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 5,354,910**
OWNED BY EACH ———————————————————-
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
———————————————————-
10. SHARED DISPOSITIVE POWER
5,354,910**
—————————————————————————–
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

5,354,910**
—————————————————————————–
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
—————————————————————————–
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

10.4%
—————————————————————————–
14. TYPE OF REPORTING PERSON

00 (LLC)
—————————————————————————–
*See Item 3
**See Items 2 and 5

Page 8 of 10 – SEC Filing

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
—————- ———- ——– ——— ———–
ValueAct Master Fund 08/07/2018 Sell 1,500,000 $69.20

Page 9 of 10 – SEC Filing

(d) and (e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer

On July 31, 2014 the Reporting Persons entered into a Joint Filing
Agreement in which the parties agreed to the joint filing on behalf of each
of them of statements on Schedule 13D with respect to the securities of the
Issuer to the extent required by applicable law. The Joint Filing Agreement
is attached as an exhibit to the initial Schedule 13D and is incorporated
herein by reference.

Other than as described elsewhere in this Report and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer’s Common Stock which are
required to be described hereunder.

SIGNATURE
After reasonable inquiry and to the best of his knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
Bradley E. Singer, G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

Page 10 of 10 – SEC Filing

ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: August 9, 2018 Bradley E. Singer, Chief Operating Officer

VA Partners I, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: August 9, 2018 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: August 9, 2018 Bradley E. Singer, Chief Operating Officer

ValueAct Capital Management, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: August 9, 2018 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner

By: /s/ Bradley E. Singer
————————————–
Dated: August 9, 2018 Bradley E. Singer, Chief Operating Officer

ValueAct Holdings GP, LLC

By: /s/ Bradley E. Singer
————————————–
Dated: August 9, 2018 Bradley E. Singer, Chief Operating Officer