Statement of Changes in Beneficial Ownership (4)
November 04 2022 - 10:20AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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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
Estimated average burden hours per response...
0.5
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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
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ROCHE PATRICK J |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice President |
(Last)
(First)
(Middle)
SENECA ST & JAMISON RD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/2/2022 |
(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 A Common | 11/2/2022 | | M | | 12500 | A | $36.41 | 21543 | D | |
Class A Common | 11/2/2022 | | F | | 8884 (1) | D | $84.78 | 12659 | D | |
Class B Common | | | | | | | | 6604 | D | |
Class B Common (2) | | | | | | | | 295 | 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 (3) | $36.41 | 11/2/2022 | | M | | | 12500 | (4) | 11/27/2022 | Class A Common | 12500.0 | $0 | 0 | D | |
SAR (3) | $61.69 | | | | | | | (4) | 11/11/2023 | Class A Common | 10000.0 | | 10000 | D | |
SAR (3) | $74.38 | | | | | | | (4) | 11/11/2024 | Class A Common | 10000.0 | | 10000 | D | |
SAR (5) | $63.04 | | | | | | | (4) | 11/17/2025 | Class A Common | 3333.0 | | 3333 | D | |
SAR (5) | $65.9 | | | | | | | (4) | 11/17/2025 | Class B Common | 6667.0 | | 6667 | D | |
SAR (5) | $71.648 | | | | | | | (4) | 11/15/2026 | Class B Common | 10000.0 | | 10000 | D | |
SAR (5) | $82.31 | | | | | | | (4) | 11/14/2027 | Class B Common | 6181.0 | | 6181 | D | |
SAR (5) | $80.19 | | | | | | | (4) | 11/13/2028 | Class B Common | 6988.0 | | 6988 | D | |
SAR (5) | $85.95 | | | | | | | (4) | 11/12/2029 | Class B Common | 6794.0 | | 6794 | D | |
SAR (5) | $73.39 | | | | | | | (4) | 11/17/2030 | Class B Common | 4452.0 | | 4452 | D | |
SAR (5) | $83.0 | | | | | | | (4) | 11/16/2031 | Class B Common | 8757.0 | | 8757 | D | |
Explanation of Responses: |
(1) | This represents the difference between the number of SARs exercised (12,500) and the number of shares issued as a result of the exercise (3,616). The number of shares to be issued under a SAR exercise is determined by multiplying the number of SARs being exercised by the difference between the FMV on the date of exercise ($84.78) and the exercise price ($36.41). Additional shares are then withheld to satisfy the Company's tax withholding obligations. |
(2) | Reflects shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants. |
(3) | Stock Appreciation Rights (SAR) granted under the 2008 Stock Option Plan. |
(4) | SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant. |
(5) | 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 |
ROCHE PATRICK J SENECA ST & JAMISON RD EAST AURORA, NY 14052 |
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| Vice President |
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Signatures
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/s/ Christopher P. Donnini, as Power of Attorney for Patrick J. Roche | | 11/4/2022 |
**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. |
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