Statement of Changes in Beneficial Ownership (4)
November 18 2021 - 6:26PM
Edgar (US Regulatory)
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
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OMB APPROVAL
OMB Number:
3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Scannell John |
2. Issuer Name and Ticker or Trading Symbol
MOOG INC.
[
MOGA/MOGB
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) CEO |
(Last)
(First)
(Middle)
SENECA ST & JAMISON RD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2021 |
(Street)
EAST AURORA, NY 14052
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class B Common | 11/16/2021 | | A(1) | | 2822 | A(1) | $0 (2) | 13830 | D | |
Class B Common | 11/16/2021 | | F(3) | | 1483 | D | $83 | 12347 | D | |
Class B Common | 11/17/2021 | | A(4) | | 2343 | A | $0 | 14690 | D | |
Class B Common | 11/17/2021 | | F(5) | | 1245 | D | $83 | 13445 | D | |
Class A Common | | | | | | | | 26057 | I | Spouse |
Class A Common | | | | | | | | 47359 | D | |
Class B Common (6) | | | | | | | | 3157 | I | 401 (k) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
SAR (7) | $36.41 | | | | | | | (8) | 11/27/2022 | Class A Common | 31791.0 | | 31791 | D | |
SAR (7) | $61.69 | | | | | | | (8) | 11/11/2023 | Class A Common | 15000.0 | | 15000 | D | |
SAR (7) | $74.38 | | | | | | | (8) | 11/11/2024 | Class A Common | 15000.0 | | 15000 | D | |
SAR (9) | $63.04 | | | | | | | (8) | 11/17/2025 | Class A Common | 5000.0 | | 5000 | D | |
SAR (9) | $65.9 | | | | | | | (8) | 11/17/2025 | Class B Common | 10000.0 | | 10000 | D | |
SAR (9) | $71.648 | | | | | | | (8) | 11/15/2026 | Class B Common | 20000.0 | | 20000 | D | |
SAR (9) | $82.31 | | | | | | | (8) | 11/14/2027 | Class B Common | 18543.0 | | 18543 | D | |
SAR (9) | $80.19 | | | | | | | (8) | 11/13/2028 | Class B Common | 27949.0 | | 27949 | D | |
SAR (9) | $85.95 | | | | | | | (8) | 11/12/2029 | Class B Common | 33969.0 | | 33969 | D | |
SAR (9) | $73.39 | | | | | | | (8) | 11/17/2030 | Class B Common | 25130.0 | | 25130 | D | |
SAR (9) | $83.0 | 11/16/2021 | | A | | 23352 | | (8) | 11/16/2031 | Class B Common | 23352.0 | $0 | 23352 | D | |
Explanation of Responses: |
(1) | Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on November 13, 2018, upon achievement of performance goals under the 2014 Moog Inc. Long Term Incentive Plan. |
(2) | The performance-based restricted stock units were granted under an equity incentive compensation plan maintained by Moog Inc. and therefore the reporting person paid no price for the shares received upon the vesting of the performance-based restricted stock units. |
(3) | Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person. |
(4) | Represents the Class B shares received by the reporting person upon the vesting of the initial fixed dollar tranche of the fixed dollar-denominated time vesting award ("TVA") received by the reporting person on November 17, 2020. The TVA vests in three equal fixed dollar tranches and can be settled into Class B shares using the fair market value of the Class B shares on the date of vesting of such tranche. |
(5) | The Company withheld Class B shares to satisfy the tax withholding obligation for the tranche of the reporting person's TVA that vested on November 17, 2021. |
(6) | Reflects shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants. |
(7) | Stock Appreciation Rights (SAR) granted under the 2008 Stock Appreciation Rights Plan. |
(8) | SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant. |
(9) | Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Scannell John SENECA ST & JAMISON RD EAST AURORA, NY 14052 | X |
| CEO |
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Signatures
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/s/ Christopher P. Donnini, as Power of Attorney for John R. Scannell | | 11/18/2021 |
**Signature of Reporting Person | Date |
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