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22NW GP

Filed: 4 May 22, 5:07pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
22NW, LP

(Last) (First) (Middle)
1455 NW LEARY WAY, SUITE 400

(Street)
SEATTLE WA 98107

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Armstrong Flooring, Inc. [ AFI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
See Footnote 1
3. Date of Earliest Transaction (Month/Day/Year)
05/02/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 05/02/2022 S 3,196,336 D $0.3823(3) 0 I By: 22NW Fund, LP(2)
Common Stock(1) 8,402 I By: Aron R. English
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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
1. Name and Address of Reporting Person*
22NW, LP

(Last) (First) (Middle)
1455 NW LEARY WAY, SUITE 400

(Street)
SEATTLE WA 98107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
22NW Fund, LP

(Last) (First) (Middle)
1455 NW LEARY WAY
SUITE 400

(Street)
SEATTLE WA 98107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
22NW Fund GP, LLC

(Last) (First) (Middle)
1455 NW LEARY WAY, SUITE 400

(Street)
SEATTLE WA 98107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
22NW GP, Inc.

(Last) (First) (Middle)
1455 NW LEARY WAY, SUITE 400

(Street)
SEATTLE WA 98107

(City) (State) (Zip)
1. Name and Address of Reporting Person*
English Aron R.

(Last) (First) (Middle)
1455 NW LEARY WAY, SUITE 400

(Street)
SEATTLE WA 98107

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by 22NW Fund, LP ("22NW Fund"), 22NW, LP ("22NW"), 22NW Fund GP, LLC ("22NW GP"), 22NW GP, Inc. ("22NW Inc.") and Aron R. English (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that previously collectively beneficially owned more than 10% of the Issuer's outstanding shares of Common Stock prior to the transactions reported herein. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein.
2. Securities owned directly by 22NW Fund. As the investment manager to 22NW Fund, 22NW may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW Fund, 22NW GP may be deemed to beneficially own the securities owned directly by 22NW Fund. As the general partner of 22NW, 22NW Inc. may be deemed to beneficially own the securities owned directly by 22NW Fund. Mr. English, as the Portfolio Manager of 22NW, Manager of 22NW GP and President and sole shareholder of 22NW Inc., may be deemed to beneficially own the securities owned directly by 22NW Fund.
3. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $0.3000 to $0.6700. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commision, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
22NW Fund, LP; By: 22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 05/04/2022
22NW, LP; By: 22NW GP, Inc.; By: /s/ Aron R. English, President and Sole Shareholder 05/04/2022
22NW Fund GP, LLC; By: /s/ Aron R. English, Manager 05/04/2022
22NW GP, Inc., By: /s/ Aron R. English, President and Sole Shareholder 05/04/2022
/s/ Aron R. English 05/04/2022
** 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).
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