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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
Armstrong Flooring, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
04247X102
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(CUSIP Number)
Allison Bennington, Esq.
ValueAct Capital
One Letterman Drive, Building D, Fourth Floor
San Francisco, CA 94129
(415) 362-3700
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(Name, address and telephone number of Person
Authorized to Receive Notices and Communications)
Allison Bennington, Esq.
ValueAct Capital
One Letterman Drive, Building D, Fourth Floor
San Francisco, CA 94129
(415) 362-3700
April 1, 2016
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
This information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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SCHEDULE 13D
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CUSIP NO. 04247X102 Page 2 of 15
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Master Fund, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS (See Instructions)*
WC*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 4,600,000**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
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10. SHARED DISPOSITIVE POWER
4,600,000**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,600,000**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 3 of 15
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
VA Partners I, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 4,600,000**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,600,000**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,600,000**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 4 of 15
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 4,600,000**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,600,000**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,600,000**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 5 of 15
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Capital Management, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 4,600,000**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,600,000**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,600,000**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Item 2 and 5
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 6 of 15
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Holdings, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 4,600,000**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,600,000**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,600,000**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14. TYPE OF REPORTING PERSON
PN
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*See Item 3
**See Items 2 and 5
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 7 of 15
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1. NAME OF REPORTING PERSON/S.S. OR I.R.S. INDENTIFICATION NO. OF ABOVE
PERSON (entities only)
ValueAct Holdings GP, LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X]
(b) [ ]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
00*
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
0
NUMBER OF ----------------------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 4,600,000**
OWNED BY EACH ----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER
0
----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
4,600,000**
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,600,000**
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
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14. TYPE OF REPORTING PERSON
00 (LLC)
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*See Item 3
**See Items 2 and 5
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 8 of 15
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Item 1. Security and Issuer
This Schedule 13D relates to the Common Stock (the "Common Stock") of
Armstrong Flooring, Inc., a Pennsylvania corporation (the "Issuer"). The
address of the principal executive offices of the Issuer is 2500 Columbia
Avenue, Lancaster, Pennsylvania 17603.
Item 2. Identity and Background
This statement is filed jointly by (a) ValueAct Capital Master Fund,
L.P. ("ValueAct Master Fund"), (b) VA Partners I, LLC ("VA Partners I"), (c)
ValueAct Capital Management, L.P. ("ValueAct Management L.P."), (d) ValueAct
Capital Management, LLC ("ValueAct Management LLC"), (e) ValueAct Holdings,
L.P. ("ValueAct Holdings") and (f) ValueAct Holdings GP, LLC ("ValueAct
Holdings GP")(collectively, the "Reporting Persons").
ValueAct Master Fund is a limited partnership organized under the laws
of the British Virgin Islands. It has a principal business address of One
Letterman Drive, Building D, Fourth Floor, San Francisco, CA 94129.
VA Partners I is a Delaware limited liability company, the principal
business of which is to serve as the General Partner to ValueAct Master Fund.
It has a principal business address of One Letterman Drive, Building D,
Fourth Floor, San Francisco, CA 94129.
ValueAct Management L.P. is a Delaware limited partnership which
renders management services to ValueAct Master Fund. ValueAct Management LLC
is a Delaware limited liability company, the principal business of which is
to serve as the General Partner to ValueAct Management L.P. Each has a
principal business address of One Letterman Drive, Building D, Fourth Floor,
San Francisco, CA 94129.
ValueAct Holdings is a Delaware limited partnership and is the sole
owner of the limited partnership interests of ValueAct Management L.P. and
the membership interests of ValueAct Management LLC and is the majority owner
of the membership interests of VA Partners I. ValueAct Holdings GP is a
Delaware limited liability company, the principal business of which is to
serve as the General Partner to ValueAct Holdings. Each has a principal
business address of One Letterman Drive, Building D, Fourth Floor, San
Francisco, CA 94129.
(d) and (e). None of the entities or persons identified in this Item 2
has during the past five years been convicted of any criminal proceeding
(excluding traffic violations or similar misdemeanors), nor been a party to a
civil proceeding of a judicial or administrative body of competent judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 9 of 15
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Item 4. Purpose of Transaction
On April 1, 2016, the Reporting Persons received the securities of the
Issuer pursuant to the separation and distribution agreement between the
Issuer and Armstrong World Industries, Inc.
On February 26, 2016, the Issuer entered into an Appointment and
Stockholder's Agreement (the "Appointment Agreement") with ValueAct Capital
Master Fund L.P., VA Partners I, LLC, ValueAct Capital Management, L.P.,
ValueAct Capital Management, LLC, ValueAct Holdings, L.P., ValueAct Holdings
GP, LLC and Jacob H. Welch (collectively, the "ValueAct Group").
Pursuant to the Appointment Agreement, the Issuer appointed Jacob H.
Welch, a Partner at ValueAct Capital, as a Class I Director with a term
expiring at the Issuer's 2017 annual meeting of stockholders. However, if at
any time during the term of the Appointment Agreement the ValueAct Group
ceases to own at least 7.5% of the outstanding common stock of the Issuer,
Mr.?Welch will be required to resign from the board of directors. Under the
Appointment Agreement, the ValueAct Group is entitled to nominate a mutually
acceptable replacement in the event that Mr.?Welch no longer serves as a
director of the Issuer during the term of the Appointment Agreement, so long
as the ValueAct Group continues to own at least 7.5% of the Issuer's
outstanding common stock.
Mr.?Welch has agreed, at all times while serving as a member of the
board of directors, among other things, that he will: (i)?meet all director
independence and other standards of the Issuer, the New York Stock Exchange
and the Securities and Exchange Commission and applicable provisions of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations promulgated thereunder, including Rule 10A-3; (ii)?be
qualified to serve as a director under the DGCL; and (iii)?be bound by all
policies, codes and guidelines applicable to all directors of the Issuer,
including the Issuer's Corporate Governance Principles, and to preserve the
confidentiality of the Issuer's business and information, including
discussions or matters considered in meetings of the board of directors or
board committees.
During the term of the Appointment Agreement, the ValueAct Group has
agreed, among other things, that it will not: (i)?in any way participate in
any "solicitation" of proxies, or advise, encourage or influence any person
with respect to the voting of any securities of the Issuer with respect to
the election of individuals to the board of directors or approval of any
stockholder proposals; (ii)?in any way participate in any group with any
persons who are not ValueAct affiliates with respect to the Issuer?s
securities; (iii)?acquire any beneficial or other ownership interest in more
than 19% in the aggregate of the shares of the Issuer's common stock
outstanding at such time; (iv)?sell the securities of the Issuer to any
person or entity that would own more than 5% of the outstanding shares of the
Issuer's common stock following such transaction; (v)?effect or seek to
effect any tender or exchange offer, merger, consolidation, acquisition,
scheme, arrangement, business combination, recapitalization, reorganization,
sale or acquisition of material assets, liquidation, dissolution or other
extraordinary transaction involving the Issuer; (vi)?engage in any short sale
or similar derivative transaction related to the market price or value of the
Issuer's securities; (vii)?call or seek to call any meeting of stockholders,
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 10 of 15
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nominate any candidate to the board of directors, seek the removal of any
member of the board of directors, seek to act by written consent, or make a
request for any stockholder list or other the Issuer books and records;
(viii)?support or make any proposal that constitutes controlling, changing or
influencing the board of directors or management of the Issuer, any material
change in the capitalization or dividend policy of the Issuer, seeking to
have the Issuer waive or amend its governance documents, or causing any class
of securities of the Issuer to become eligible for deregistration;
(ix)?disparage the Issuer or affiliates thereof or any of its current or
former officers or directors; (x)?make any public disclosure, announcement or
statement regarding a plan or proposal with respect to the Issuer or take any
action that could require the Issuer to make any public disclosure; xi)?enter
into any discussions negotiations, agreements, or understandings with any
third party with respect to any of the foregoing; or (xii)?request, directly
or indirectly, any amendment or waiver of the foregoing.
The Appointment Agreement terminates on the earliest of: (i)?Armstrong
World Industries, Inc.'s determination not to consummate the separation and
distribution; (ii)?the Issuer's material breach of the Appointment Agreement
that has not been cured within thirty (30)?days after receipt of notice of
such breach; (iii)?the date immediately following the last day on which a
stockholder of the Issuer may timely give notice of its intent to bring a
proposal for consideration at the Issuer's 2017 annual meeting of
stockholders; (iv)?the date that is ninety (90)?days after the date any
ValueAct designee ceases to be a member of the board of directors; and (v)?a
mutually agreed upon date.
In connection with the execution of the Appointment Agreement, the
Issuer entered into a confidentiality agreement with the members of the
ValueAct Group.
The foregoing summary of the Appointment Agreement is not complete and
is subject to, and qualified in its entirety by, the text of the Appointment
Agreement, a copy of which is filed as Exhibit 99.2 to the Issuer's Form 10
dated February 29, 2016 and incorporated herein by reference.
Subject to the terms of the Appointment Agreement by and among the
Reporting Persons and the Issuer dated February 26, 2016, the Reporting
Persons intend to have conversations with members of the Issuer's management
and board of directors to discuss ways to enhance shareholder value. The
topics of these conversations will cover a range of issues, including those
relating to the business of the Issuer, management, board composition,
operations, capital allocation, asset allocation, capitalization, dividend
policy, financial condition, mergers and acquisitions strategy, overall
business strategy, executive compensation, and corporate governance. The
Reporting Persons may also have similar conversations with other stockholders
of the Issuer and other interested parties, such as industry analysts,
existing or potential strategic partners or competitors, investment and other
investors. The Reporting Persons may at any time reconsider and change their
intentions relating to the foregoing.
Subject to the terms of the Appointment Agreement, the Reporting
Persons may also take one or more of the actions described in subsections (a)
through (j) of Item 4 of Schedule 13D and may discuss such actions with the
Issuer's management and the board of directors, other stockholders of the
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 11 of 15
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Issuer, and other interested parties, such as those set out above.
The Reporting Persons intend to review their investments in the Issuer
on a continuing basis. Depending on various factors, including, without
limitation, the Issuer's financial position and strategic direction, the
outcome of the discussions and actions referenced above, actions taken by the
Issuer's board of directors, price levels of the Common Stock, other
investment opportunities available to the Reporting Persons, conditions in
the securities market and general economic and industry conditions, the
Reporting Persons may in the future take actions with respect to its
investment position in the Issuer as it deems appropriate, including,
without limitation, purchasing additional Common Stock or selling some of all
of its Common Stock, and/or engaging in hedging or similar transactions with
respect to the Common Stock.
Item 5. Interest in Securities of the Issuer
(a) and (b). Set forth below is the beneficial ownership of shares of
Common Stock of the Issuer for each person named in Item 2. Shares reported
as beneficially owned by ValueAct Master Fund are also reported as
beneficially owned by (i) ValueAct Management L.P. as the manager of each
such investment partnership, (ii) ValueAct Management LLC, as General Partner
of ValueAct Management L.P., (iii) ValueAct Holdings, as the sole owner of
the limited partnership interests of ValueAct Management L.P. and the
membership interests of ValueAct Management LLC and as the majority owner of
the membership interests of VA Partners I and (iv) ValueAct Holdings GP, as
General Partner of ValueAct Holdings. Shares reported as beneficially owned
by ValueAct Master Fund are also reported as beneficially owned by VA
Partners I, as General Partner of ValueAct Master Fund. VA Partners I,
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings and
ValueAct Holdings GP also, directly or indirectly, may own interests in one
or more than one of the partnerships from time to time. Unless otherwise
indicated below, by reason of such relationship ValueAct Master Fund is
reported as having shared power to vote or to direct the vote, and shared
power to dispose or direct the disposition of, such shares of Common Stock,
with VA Partners I (only with respect to ValueAct Master Fund), ValueAct
Management L.P., ValueAct Management LLC, ValueAct Holdings and ValueAct
Holdings GP.
As of the date hereof, ValueAct Master Fund is the beneficial owner
of 4,600,000 shares of Common Stock, representing approximately 16.6% of the
Issuer's outstanding Common Stock (which shares may also be deemed to be
beneficially owned by VA Partners I).
ValueAct Management L.P., ValueAct Management LLC, ValueAct Holdings
and ValueAct Holdings GP may each be deemed the beneficial owner of an
aggregate of 4,600,000 shares of Common Stock, representing approximately
16.6% of the Issuer's outstanding Common Stock. All percentages set forth in
this Schedule 13D are based upon 27,738,779 outstanding shares of Common
Stock.
(c)(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 12 of 15
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The information set forth in Item?4 above is hereby incorporated by
reference into this Item?6. The information in this Item?6 is qualified in
its entirety by reference to the Appointment Agreement, which is attached as
Exhibit?99.2 to the Issuer's Form 10 dated February 29, 2016, and is
incorporated by reference herein.
Other than as described elsewhere in this Report and as previously
reported, the Reporting Persons have no understandings, arrangements,
relationships or contracts relating to the Issuer's Common Stock which are
required to be described hereunder.
Item 7. Material to Be Filed as Exhibits
(1) Joint Filing Agreement.
(2) Appointment Agreement filed as Exhibit 99.2 to the Issuer's Form
10 dated February 29, 2016 and incorporated herein by reference.
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 13 of 15
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SIGNATURE
After reasonable inquiry and to the best of his knowledge and belief, the
undersigned certifies that the information set forth in this statement is
true, complete and correct.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below on this Schedule 13D hereby constitutes and appoints Jeffrey W. Ubben,
Bradley E. Singer, G. Mason Morfit and Allison Bennington, and each of
them, with full power to act without the other, his or its true and lawful
attorney-in-fact and agent, with full power of substitution and
resubstitution, for him or it and in his or its name, place and stead, in any
and all capacities (until revoked in writing) to sign any and all amendments
to this Schedule 13D, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
requisite and necessary fully to all intents and purposes as he or it might
or could do in person, thereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
VA Partners I, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 14 of 15
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ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Holdings GP, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
SCHEDULE 13D
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CUSIP NO. 04247X102 Page 15 of 15
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Exhibit 1
JOINT FILING UNDERTAKING
The undersigned parties hereby agree that the Schedule 13D filed herewith
(and any amendments thereto) relating to the Common Stock of Armstrong
Flooring, Inc. is being filed jointly on behalf of each of them with the
Securities and Exchange Commission pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended.
ValueAct Capital Master Fund L.P., by
VA Partners I, LLC, its General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
VA Partners I, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, L.P., by
ValueAct Capital Management, LLC its
General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Capital Management, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Holdings, L.P., by
ValueAct Holdings GP, LLC, its
General Partner
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer
ValueAct Holdings GP, LLC
By: /s/ Bradley E. Singer
--------------------------------------
Dated: April 11, 2016 Bradley E. Singer, Chief Operating Officer