SEC Filing | Albany International Corp

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SEC FORM 4 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).

1. Name and Address of Reporting Person^*

Cozzolino John B

(Last)

(First)

(Middle)

C/O ALBANY INTERNATIONAL CORP.

216 AIRPORT DRIVE

(Street)

ROCHESTER

03867

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ALBANY INTERNATIONAL CORP /DE/ [ AIN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2012

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 A Common Stock								2,648	I	By 401(k)
Class A Common Stock								3,889	D
Class A Common Stock⁽¹⁾	11/11/2012		M		171	A	⁽¹⁾	171⁽¹⁾	D⁽¹⁾
Class A Common Stock⁽¹⁾	11/11/2012		D		171	D	$21.75	0	D⁽¹⁾
Class A Common Stock⁽¹⁾	11/11/2012		M		168	A	⁽¹⁾	168⁽¹⁾	D⁽¹⁾
Class A Common Stock⁽¹⁾	11/11/2012		D		168	D	$21.75	0	D⁽¹⁾
Class A Common Stock⁽¹⁾	11/11/2012		M		257	A	⁽¹⁾	257⁽¹⁾	D⁽¹⁾
Class A Common Stock⁽¹⁾	11/11/2012		D		257	D	$21.75	0	D⁽¹⁾
Class A Common Stock⁽¹⁾	11/11/2012		M		628	A	⁽¹⁾	628⁽¹⁾	D⁽¹⁾
Class A Common Stock⁽¹⁾	11/11/2012		D		628	D	$21.75	0	D⁽¹⁾

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)
Employee Stock Option⁽²⁾	$20.63							⁽³⁾	11/07/2022	Class A Common	300		300	D
Restricted Stock Units⁽⁴⁾	⁽⁴⁾	11/11/2012		M			171	11/11/2008⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	Class A Common Stock	171⁽⁶⁾	⁽⁴⁾	0	D
Restricted Stock Units⁽⁴⁾	⁽⁴⁾	11/11/2012		M			168	11/11/2009⁽⁴⁾⁽⁷⁾	⁽⁴⁾⁽⁷⁾	Class A Common Stock	336⁽⁶⁾	⁽⁴⁾	168⁽⁶⁾	D
Restricted Stock Units⁽⁴⁾	⁽⁴⁾	11/11/2012		M			257	11/11/2010⁽⁴⁾⁽⁸⁾	⁽⁴⁾⁽⁸⁾	Class A Common Stock	772⁽⁶⁾	⁽⁴⁾	515⁽⁶⁾	D
Restricted Stock Untis⁽⁴⁾	⁽⁴⁾	11/11/2012		M			628	11/11/2011⁽⁴⁾⁽⁹⁾	⁽⁴⁾⁽⁹⁾	Class A Common Stock	2,513⁽⁶⁾	⁽⁴⁾	1,885⁽⁶⁾	D

Explanation of Responses:

1. Deemed acquisition and disposition to the issuer of shares of stock underlying Restricted Stock Units upon automatic vesting and cash settlement of such Units (see footnote 4). No shares were actually issued to the reporting person, nor did the reporting person dispose of any shares.

2. Option granted pursuant to Company's 1998 Stock Option Plan as incentive to remain in employ of Company.

3. Fully exercisable.

4. Restricted Stock Units granted pursuant to the Albany International Corp. 2003 Restricted Stock Unit Plan (the "Restricted Stock Unit Plan"). Each Restricted Stock Unit entitles the holder to receive the cash equivalent of one share of Class A Common Stock at the time of vesting or, in the event that the holder elects to defer payment, at such later time elected in accordance with the Restricted Stock Unit Plan.

5. 150 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2008.

6. Includes dividend units accrued on Restricted Stock Units on April 6, 2012, July 9, 2012 and October 5, 2012.

7. 150 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2009.

8. 240 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2010.

9. 600 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2011.

Remarks:

	Kathleen M. Tyrrell, Attorney-in-Fact	11/13/2012
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

AUTHORIZATION TO SIGN SEC FORMS 3 AND 4 AND

NOTICE OF PROPOSED SALE OF SECURITIES (FORM 144)





The undersigned, as an officer and/or director of

Albany International Corp., a Delaware corporation

("the Company"), hereby authorizes CHARLES J. SILVA,

JR., JOSEPH M. GAUG AND KATHLEEN M. TYRRELL, and

each of them with full power to act without the

others, to sign and file, or cause to be filed,

on behalf of the undersigned, any forms and other

documents, including without limitation, Forms

3 and 4 or any other forms hereafter substitute

therefor, required or permitted to be filed by

the undersigned pursuant to Section 16(a)

of the Securities Exchange Act of 1934, as

amended, or rules or regulations promulgated

thereunder, and Notice of Proposed Sale of

Securities pursuant to Rule 144 under the

Securities Act of 1933.



The authorization of a person named above shall

automatically terminate at such time as such

person ceases to be an employee of the Company.

The undersigned may terminate the authorization

of any such person at any time by delivering

written notice of termination to the Company.









Date  February 27, 2009

/s/ John B. Cozzolino