SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Thoresen David E

(Last)

(First)

(Middle)

C/O ARMSTRONG FLOORING, INC.

1770 HEMPSTEAD ROAD

(Street)

LANCASTER

17605

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/28/2021

3. Issuer Name and Ticker or Trading Symbol
Armstrong Flooring, Inc. [ AFI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Chief Product Innovation

5. If Amendment, Date of Original Filed (Month/Day/Year)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	11,919	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units⁽¹⁾	⁽²⁾	⁽²⁾	Common Stock	33,334	⁽¹⁾	D
Performance Restricted Stock Units⁽¹⁾	⁽³⁾	⁽³⁾	Common Stock	38,728	⁽¹⁾	D
Performance Restricted Stock Units⁽¹⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	29,556	⁽¹⁾	D
Restricted Stock Units⁽¹⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	8,445	⁽¹⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock under the Issuer's 2016 Long-Term Incentive Plan, as amended and restated (the "Plan").

2. 50,000 restricted stock units were granted to the Reporting Person on December 11, 2019, of which 16,666 vested on December 11, 2020, the first anniversary of the grant. The remaining units will vest as follows: (1) 16,667 on the second anniversary of the grant, and (2), 16,667 on the third anniversary of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, except as provided under the Plan).

3. The performance restricted stock units were granted to the Reporting Person on March 24, 2020 under the Plan and will be earned contingent upon the Issuer's common stock achieving the per share price targets set forth in the award agreement as determined by the average closing price of the Issuer's common stock over the twenty (20) days immediately following the date of the Issuer's 2023 release of fourth quarter and full year 2022 results such date to be determined by the Issuer's Board of Directors (contingent upon the Reporting Person's employment with the Issuer through the applicable measurement date, subject to the terms of the award agreement).

4. The performance restricted stock units were granted to the Reporting Person on April 1, 2021 under the Plan and will be earned contingent upon the Issuer's common stock achieving the per share price targets set forth in the award agreement as determined by the average closing price of the Issuer's common stock over the twenty (20) days immediately following the date of the Issuer's 2024 release of fourth quarter and full year 2023 results such date to be determined by the Issuer's Board of Directors (contingent upon the Reporting Person's employment with the Issuer through the applicable measurement date, subject to the terms of the award agreement).

5. The restricted stock units were granted to the Reporting Person on April 1, 2021 under the Plan. The restricted stock units will vest in equal installments on the first, second and third anniversaries of the grant (contingent upon the Reporting Person's employment with the Issuer on the scheduled vesting date, subject to the terms of the award agreement).

Remarks:

	/s/Christopher S. Parisi, as Attorney-in-Fact	08/27/2021
	** 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 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).
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 Number.