---

*

Percentage calculations are based on the number of shares of Common Stock outstanding as of May 2, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.

†

As of June 29, 2016. See Item 4.

*

Percentage calculations are based on the number of shares of Common Stock outstanding as of May 2, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.

†

As of June 29, 2016. See Item 4.

 

CUSIP No. 04247X102

13G

Page 4 of 12 Pages

1.	NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)   Stockbridge Partners LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)			(a)  [  ] (b)  [x]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION   Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5.	SOLE VOTING POWER   0
		6.	SHARED VOTING POWER   3,733,155†
		7.	SOLE DISPOSITIVE POWER   0
		8.	SHARED DISPOSITIVE POWER   3,733,155†
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   3,733,155†
10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES				[  ]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   6.7%*†
12.	TYPE OF REPORTING PERSON   IA

*

Percentage calculations are based on the number of shares of Common Stock outstanding as of May 2, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.

†

As of June 29, 2016. See Item 4.

*

Percentage calculations are based on the number of shares of Common Stock outstanding as of May 2, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.

†

As of June 29, 2016. See Item 4.

 

*

Percentage calculations are based on the number of shares of Common Stock outstanding as of May 2, 2016, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016.

Item 1(a).  Name of Issuer:

The Issuer's name is Armstrong World Industries, Inc. (the "Company" or the "Issuer").

Item 1(b).  Address of Issuer's Principal Executive Offices:

The address of the principal executive offices of the Issuer is 2500 Columbia Avenue, Lancaster, PA 17603.

Item 2(a).  Name of Person Filing:

This Schedule 13G (this "Statement") is being filed jointly by the following (each, a "Reporting Person" and, collectively, the "Reporting Persons"): Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF"), Stockbridge Absolute Return Fund, L.P. ("SARF"), Stockbridge Partners LLC ("SP"), Stockbridge Master Fund (OS), L.P. ("SOS"), BPSP, L.P. ("BPSP") and Berkshire Partners Holdings LLC ("BPH").

Stockbridge Associates LLC, a Delaware limited liability company ("SA"), is the general partner of SF, SARF and SOS. BPH, a Delaware limited liability company, is the general partner of BPSP, a Delaware limited partnership. BPSP is the managing member of SP. SP, a registered investment adviser, is the investment manager for SF, SARF and SOS, as well as certain other accounts holding shares of the Issuer.

Certain of the Reporting Persons often make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time. Based on the foregoing and the relationships described herein, these entities may be deemed to constitute a "group" for purposes of Section 13(g)(3) of the Act. The filing of this Statement shall not be construed as an admission that the Reporting Persons are a group, or have agreed to act as a group.

Item 2(b).  Address of Principal Business Office or, if none, Residence:

The following address is the principal business offices of each of the Reporting Persons: 200 Clarendon Street, 35th Floor, Boston, Massachusetts 02116.

Item 2(c).  Citizenship:

Each of  SF, SARF, SP, SOS, BPSP and BPH is organized under the laws of the State of Delaware.

Item 2(d).  Title and Class of Securities:

The class of equity securities to which this Statement relates is the Company's common stock, par value $0.01 per share (the "Common Stock").

Item 2(e).  CUSIP Number:

The CUSIP Number to which this Statement relates is 04247X102.

Item 3.  If This Statement is Filed Pursuant to Rule 13d-1(b) or 13d-2(b) or (c), Check Whether the Person Filing is a:

Not Applicable.

Item 4.  Ownership.

Item 5.  Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.  Ownership of More than Five Percent on Behalf of Another Person.

The responses of the Reporting Persons to Items 2(a) and 4(a) are incorporated herein by reference. Under certain circumstances, partners, members or managed accounts of a Reporting Person, as the case may be, could have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of Common Stock owned by such Reporting Person.

Item 7.  Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.  Identification and Classification of Members of the Group.

Not Applicable.

Item 9.  Notice of Dissolution of Group.

Not Applicable.

Item 10.  Certifications.

SIGNATURES

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.

Dated:  July 6, 2016

	BERKSHIRE PARTNERS HOLDINGS LLC
	By:	/s/ Sharlyn C. Heslam
		Name:	Sharlyn C. Heslam
		Title:	Managing Director

	BPSP, L.P.
	By:	Berkshire Partners Holdings LLC, its general partner
	By:	/s/ Sharlyn C. Heslam
		Name:	Sharlyn C. Heslam
		Title:	Managing Director

 

EXHIBIT 1

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Schedule 13G filed on or about this date and any amendments thereto with respect to the beneficial ownership by the undersigned of shares of common stock, $0.01 par value per share, of Armstrong World Industries, Inc. is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  The execution and filing of this agreement shall not be construed as an admission that the undersigned are a group, or have agreed to act as a group.

Dated: July 6, 2016

	BERKSHIRE PARTNERS HOLDINGS LLC
	By:	/s/ Sharlyn C. Heslam
		Name:	Sharlyn C. Heslam
		Title:	Managing Director

	BPSP, L.P.
	By:	Berkshire Partners Holdings LLC, its general partner
	By:	/s/ Sharlyn C. Heslam
		Name:	Sharlyn C. Heslam
		Title:	Managing Director