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Section 1: SC 13G/A (SC 13G/A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. __31____)*
 
AMERICAN WOODMARK CORP.
(Name of Issuer)
 
COMMON STOCK, NO PAR
(Title of Class of Securities)
 
030506 10 9
(CUSIP Number)
 
December 31, 2017
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
o  Rule 13d-1(b)
 
o  Rule 13d-1(c)
 
x  Rule 13d-1(d)
 
* 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 the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed “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).




CUSIP No.
030506 10 9
 
 
 
 
 
 
1
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRANDT WILLIAM F
N/A
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
 
(a) o
(b) o
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5
SOLE VOTING POWER
 
1,764,245
6
SHARED VOTING POWER
 
0
7
SOLE DISPOSITIVE POWER
 
1,764,245
8
SHARED DISPOSITIVE POWER
 
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,764,245
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
 
x
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
10.1%
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 
 
 
 
 
FOOTNOTES




Item 1.
 
 
 
(a)
Name of Issuer
 
 
American Woodmark Corporation
 
 
 
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
3102 Shawnee Drive
 
 
Winchester, VA 22601
 
 
 
Item 2.
 
 
 
(a)
Name of Person Filing
 
 
William F. Brandt, Jr.
 
 
 
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
P.O. Box 3949
 
 
Winchester, VA 22604
 
 
 
 
(c)
Citizenship
 
 
United States
 
 
 
 
(d)
Title of Class of Securities
 
 
Common Stock, No Par Value
 
 
 
 
(e)
CUSIP Number
 
 
030506 10 9
 
 
 
Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is filing a:
 
 
 
 
(a)
o
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
 
 
 
 
 
(b)
o
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
 
 
 
 
 
(c)
o
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
 
 
 
 
 
(d)
o
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
 
 
 
 
 
(e)
o
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
 
 
 
 
(f)
o
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
 
 
 
 
(g)
o
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
 
 
 
 
(h)
o
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
 
 
 
 
(i)
o
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
 
 
 
 
(j)
o
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
 
 
 
 
 
(k)
o
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:



Item 4.
Ownership.
 
 
 
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
 
 
 
(a)
Amount beneficially owned: 1,764,245
 
 
 
 
 
(b)
Percent of class: 10.1
 
 
 
 
 
(c)
Number of shares as to which the person has:
 
 
 
 
 
 
(i)
Sole power to vote or to direct the vote: 1,764,245
 
 
 
 
 
 
(ii)
Shared power to vote or to direct the vote: 0
 
 
 
 
 
 
(iii)
Sole power to dispose or to direct the disposition of: 1,764,245
 
 
 
 
 
 
(iv)
Shared power to dispose or to direct the disposition of: 0
 
 
 
 
Item 5.
Ownership of Five Percent or Less of a Class
 
 
 
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
 
 
 
 
 
N/A
 
 
 
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
 
 
 
 
 
N/A
 
 
 
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
 
 
 
 
N/A
 
 
 
 
Item 8.
Identification and Classification of Members of the Group
 
 
 
 
 
N/A
 
 
 
 
Item 9.
Notice of Dissolution of Group
 
 
 
 
 
N/A
 
 
 
 
Item 10.
Certification
 
 
 
 
 
Not applicable.



SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 13, 2018
By: /s/ Jan L. Symons
 
Name: Jan L. Symons
 
Title: Attorney-in-Fact


Footnotes:
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)

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