SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
Under the Securities Exchange Act of 1934
(Amendment No. __30____)*
AMERICAN WOODMARK CORP.
(Name of Issuer)
COMMON STOCK, NO PAR
(Title of Class of Securities)
030506 10 9
December 31, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1(b)
o Rule 13d-1(c)
x Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
030506 10 9
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
BRANDT WILLIAM F
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
Name of Issuer
American Woodmark Corporation
Address of Issuer’s Principal Executive Offices
3102 Shawnee Drive
Winchester, VA 22601
Name of Person Filing
William F. Brandt, Jr.
Address of Principal Business Office or, if none, Residence
P.O. Box 3949
Winchester, VA 22604
Title of Class of Securities
Common Stock, No Par Value
030506 10 9
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person is filing a:
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Amount beneficially owned: 1,949,621
Percent of class: 12.0
Number of shares as to which the person has:
Sole power to vote or to direct the vote: 1,949,621
Shared power to vote or to direct the vote: 0
Sole power to dispose or to direct the disposition of: 1,949,621
Shared power to dispose or to direct the disposition of: 0
Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o .
Ownership of More than Five Percent on Behalf of Another Person.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
Identification and Classification of Members of the Group
Notice of Dissolution of Group
Date: February 13, 2017
By: /s/ Jan L. Symons
Name: Jan L. Symons