SEC Filing | Albany International Corp

View:

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

STANDISH JOHN C

(Last)

(First)

(Middle)

C/O ALBANY INTERNATIONAL CORP.

P.O. BOX 1907

(Street)

ALBANY

12201-1907

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2006

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								1,880	I	By ESOP
Class A Common Stock								11	I	Held by spouse.⁽¹⁾
Class A Common Stock⁽²⁾	11/11/2006		M		163	A	⁽²⁾	163⁽²⁾	D⁽²⁾
Class A Common Stock⁽²⁾	11/11/2006		D		163	D	$33.22	0	D⁽²⁾
Class A Common Stock⁽²⁾	11/11/2006		M		253	A	⁽²⁾	253⁽²⁾	D⁽²⁾
Class A Common Stock⁽²⁾	11/11/2006		D		253	D	$33.22	0	D⁽²⁾
Class A Common Stock⁽²⁾	11/13/2006		M		124	A	⁽²⁾	124⁽²⁾	D⁽²⁾
Class A Common Stock⁽²⁾	11/13/2006		D		124	D	$33.22	0	D⁽²⁾

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)
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common	1,704		1,704⁽⁴⁾	D
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common	120,000		120,000	I	Held by John C. Standish Delta Trust.⁽⁵⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common	10,700		10,700	I	Held by John C. Standish Gift Trust.⁽⁶⁾
Class B Common Stock	⁽³⁾							⁽³⁾	⁽³⁾	Class A Common	151,318		151,318	I	Held by Standish Delta Trust.⁽⁷⁾
Employee Stock Option⁽⁸⁾	$22.25							⁽⁹⁾	05/18/2015	Class A Common	1,000		1,000	D
Employee Stock Option⁽⁸⁾	$22.25							⁽⁹⁾	05/14/2016	Class A Common	1,000		2,000	D
Employee Stock Option⁽¹⁰⁾	$19.375							⁽⁹⁾	11/04/2018	Class A Common	300		2,300	D
Employee Stock Option⁽¹⁰⁾	$15.6875							⁽⁹⁾	11/09/2019	Class A Common	600		2,900	D
Employee Stock Option⁽¹⁰⁾	$10.5625							⁽⁹⁾	11/15/2020	Class A Common	720		3,620	D
Employee Stock Option⁽¹⁰⁾	$20.45							⁽⁹⁾	11/06/2021	Class A Common	2,000		5,620	D
Employee Stock Option⁽¹⁰⁾	$20.63							11/07/2003⁽¹¹⁾	11/07/2022	Class A Common	2,000		7,620	D
Restricted Stock Units⁽¹²⁾	⁽¹²⁾	11/13/2006		M			124⁽¹³⁾	11/13/2004⁽¹²⁾⁽¹⁴⁾	⁽¹²⁾⁽¹⁴⁾	Class A Common Stock	371⁽¹³⁾	⁽¹²⁾	247⁽¹³⁾	D
Restricted Stock Units⁽¹²⁾	⁽¹²⁾	11/11/2006		M			163⁽¹³⁾	11/11/2005⁽¹²⁾⁽¹⁵⁾	⁽¹²⁾⁽¹⁵⁾	Class A Common Stock	652⁽¹³⁾	⁽¹²⁾	489⁽¹³⁾	D
Restricted Stock Units⁽¹²⁾	⁽¹²⁾	11/11/2006		M			253⁽¹³⁾	11/11/2006⁽¹²⁾⁽¹⁶⁾	⁽¹²⁾⁽¹⁶⁾	Class A Common Stock	1,263⁽¹³⁾	⁽¹²⁾	1,010⁽¹³⁾	D
Restricted Stock Units⁽¹²⁾	⁽¹²⁾	11/11/2006		A		1,250		11/11/2007⁽¹²⁾⁽¹⁷⁾	⁽¹²⁾⁽¹⁷⁾	Class A Common Stock	1,250	⁽¹²⁾	1,250	D

Explanation of Responses:

1. Held by spouse. Mr. Standish disclaims beneficial ownership.

2. 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 12). No shares were actually issued to the reporting person, nor did the reporting person dispose of any shares.

3. Convertible on a share-for-share basis, into shares of the Company's Class A Common Stock.

4. Includes 1,000 shares held by Mr. Standish as custodian for his minor son.

5. Held by the John C. Standish Delta Trust, a trust for the beneficiaries of which include Mr. Standish's children. Mr. Standish disclaims investment control with respect to, and beneficial ownership of, these shares.

6. Held by the John C. Standish Gift Trust. Mr. Standish disclaims investment control with respect to, and beneficial ownership of, these shares.

7. Held by Standish Delta Trust, a trust of which Mr. Standish is a beneficiary and as to which he shares voting and investment power.

8. Option granted pursuant to Company's 1992 Stock Option Plan as incentive to remain in employ of Company.

9. Fully exercisable.

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

11. Become exercisable as to 400 shares on each November 7, beginning November 7, 2003.

12. 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.

13. Includes dividend units accrued on Restricted Stock Units on January 9, 2006, April 7, 2006, July 10, 2006 and October 6, 2006.

14. 120 Restricted Stock Units (plus related dividend units) vest on each November 13, beginning November 13, 2004.

15. 160 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2005.

16. 250 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2006.

17. 250 Restricted Stock Units (plus related dividend units) vest on each November 11, beginning November 11, 2007.

Remarks:

	Kathleen M. Tyrrell, Attorney-in-Fact	11/13/2006
	** 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  June 23, 2006

/s/ John C. Standish