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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MCWILLIAMS LARRY S
2. Issuer Name and Ticker or Trading Symbol

Armstrong Flooring, Inc. [ AFI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Interim CEO
(Last)          (First)          (Middle)

C/O ARMSTRONG FLOORING, INC., 2500 COLUMBIA AVENUE, P.O. BOX 3025
3. Date of Earliest Transaction (MM/DD/YYYY)

5/13/2019
(Street)

LANCASTER, PA, PA 17603
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   (1) 5/13/2019     A    14720   (2) A $0.00   49283   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  Restricted stock units granted under the Issuer's 2016 Long-Term Incentive Plan, as amended and restated.
(2)  The restricted stock units were granted in connection with the Reporting Person's appointment as Interim CEO of the Issuer. The restricted stock units vest (contingent upon the Reporting Person's continued service as either an employee or member of the Board of Directors of Issuer as of such date) on the earlier of (i) the date of the Issuer's 2020 annual stockholders meeting; (ii) June 4, 2020; (iii) death or total and permanent disability of the Reporting Person; or (iv) the date of any Change in Control of the Issuer (as defined in the Issuer's 2016 Long-Term Incentive Plan, as amended and restated). The grant date fair value of the restricted stock units is calculated under the Financial Accounting Standards Board's Accounting Standards Codification Topic 718 using the closing stock price of the Issuer's common shares on May 13, 2019, which price was $10.87.
(3)  Includes vested and unvested restricted stock units as well as restricted stock units not yet acquirable by the Reporting Person. Under the terms of the 2016 Directors Stock Unit Plan, vested units under such Plan are not acquirable by the Reporting Person until, at the election of the Reporting Person: (i) the date of the next annual stockholders meeting or (ii) the time of the Director's termination of service. Also includes 22,533 of the Issuer's common shares held by the Reporting Person.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MCWILLIAMS LARRY S
C/O ARMSTRONG FLOORING, INC.
2500 COLUMBIA AVENUE, P.O. BOX 3025
LANCASTER, PA, PA 17603
X
Interim CEO

Signatures
/s/ Christopher S. Parisi, Attorney-in-Fact 5/14/2019
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
Armstrong Flooring (NYSE:AFI)
Historical Stock Chart
From Aug 2024 to Sep 2024 Click Here for more Armstrong Flooring Charts.
Armstrong Flooring (NYSE:AFI)
Historical Stock Chart
From Sep 2023 to Sep 2024 Click Here for more Armstrong Flooring Charts.