UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
BURNS KEVIN R C/O TPG CAPITAL, L.P., 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX 76102 |
 X |  |  |  |
/s/ Clive D. Bode, on behalf of Kevin R. Burns (2) | 09/24/2009 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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) | Kevin R. Burns is a partner of TPG Capital, L.P., which is affiliated with Armor TPG Holdings LLC ("Armor"), which, as of the date hereof, directly holds 7,000,000 shares of common stock of Armstrong World Industries, Inc. ("Common Stock") and an economic interest in an additional 1,039,777 shares of Common Stock underlying a prepaid share forward transaction (collectively, the "Investments"). Mr. Burns disclaims beneficial ownership of the Investments that are or may be beneficially owned by Armor or any of its affiliates. Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that Mr. Burns is, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any equity securities of the Issuer directly or indirectly held by Armor or any of its affiliates. |
 Remarks: (2) Clive D. Bode is signing on behalf of Mr. Burns pursuant to the authorization and designation letter dated September 1,  2009, which is filed as an exhibit herewith. |