Form 4 - Statement of changes in beneficial ownership of securities

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Graczyk Mark D

(Last)

(First)

(Middle)

SENECA ST & JAMISON RD

(Street)

EAST AURORA

14052

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOOG INC. [ MOGA/MOGB ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2024

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common	11/12/2024		A⁽¹⁾		461	A⁽¹⁾	$0⁽²⁾	1,864⁽³⁾	D
Class B Common	11/12/2024		F⁽⁴⁾		204	D	$207.1	1,660	D
Class B Common⁽⁵⁾								1,045	I	401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
SAR⁽⁶⁾	$82.31							⁽⁷⁾	11/14/2027	Class B Common	806		806	D
SAR⁽⁶⁾	$80.19							⁽⁷⁾	11/13/2028	Class B Common	1,741		1,741	D
SAR⁽⁶⁾	$85.95							⁽⁷⁾	11/12/2029	Class B Common	1,736		1,736	D
SAR⁽⁶⁾	$73.39							⁽⁷⁾	11/17/2030	Class B Common	1,089		1,089	D
SAR⁽⁶⁾	$83							⁽⁷⁾	11/16/2031	Class B Common	992		992	D

Explanation of Responses:

1. Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on November 16, 2021, upon achievement of performance goals under the Moog Inc. 2014 Long Term Incentive Plan.

2. The performance-based restricted stock units were granted under an equity incentive compensation plan maintained by Moog Inc. and therefore the reporting person paid no price for the shares received upon the vesting of the performance-based restricted stock units.

3. Includes 40 shares of Class B Common acquired under the Moog Inc. Employee Stock Purchase Plan on December 29, 2023, and 41 shares of Class B Common acquired under the Moog Inc. Employee Stock Purchase Plan on June 28, 2024.

4. Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.

5. Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants.

6. Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.

7. SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.

Remarks:

Eric Moss is signing on behalf of Mr. Graczyk pursuant to a power of attorney dated September 10, 2024, which is filed herewith as Ex-24. Exhibit 24 - Power of Attorney.

	/s/ Eric Moss, as Power of Attorney for Mark D. Graczyk	11/14/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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