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^*

SCHMELER FRANK R

(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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2006

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								100	I	Custodial⁽¹⁾
Class A Common Stock								34,718	D
Class A Common Stock⁽²⁾	02/01/2006		M		7,662⁽³⁾	A	⁽²⁾	7,662⁽²⁾	D⁽²⁾
Class A Common Stock⁽²⁾	02/01/2006		D		7,662⁽³⁾	D	$36.67	0	D⁽²⁾
Class A Common Stock⁽²⁾	02/01/2006		M		10,121⁽³⁾	A	⁽²⁾	10,121⁽²⁾	D⁽²⁾
Class A Common Stock⁽²⁾	02/01/2006		D		10,121⁽³⁾	D	$36.67	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)
Employee Stock Option⁽⁴⁾	$18.75							05/11/1995⁽⁵⁾	05/11/2014	Class A Common	20,000		20,000	D
Employee Stock Option⁽⁴⁾	$22.25							05/18/1996⁽⁵⁾	05/18/2015	Class A Common	25,000		45,000	D
Employee Stock Option⁽⁴⁾	$22.25							05/14/1997⁽⁵⁾	02/01/2016	Class A Common	25,000		70,000	D
Employee Stock Option⁽⁶⁾	$19.75							04/15/1998⁽⁵⁾	02/01/2016	Class A Common	25,000		95,000	D
Employee Stock Option⁽⁴⁾	$19.375							11/04/1999⁽⁵⁾	02/01/2016	Class A Common	32,500		127,500	D
Employee Stock Option⁽⁷⁾	$10.5625							11/15/2001⁽⁵⁾	02/01/2016	Class A Common	5,000		132,500	D
Employee Stock Option⁽⁷⁾	$20.45							11/06/2002⁽⁵⁾	02/01/2016	Class A Common	36,000⁽⁸⁾		168,500	D
Employee Stock Option⁽⁷⁾	$20.63							11/07/2003⁽⁵⁾	02/01/2016	Class A Common	32,000⁽⁹⁾		200,500	D
Restricted Stock Units⁽¹⁰⁾	⁽¹⁰⁾	02/01/2006		M			7,662⁽³⁾	⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾	Class A Common Stock	7,662⁽³⁾	⁽¹⁰⁾	0⁽¹²⁾	D
Restricted Stock Units⁽¹⁰⁾	⁽¹⁰⁾	02/01/2006		M			10,121⁽³⁾	⁽¹⁰⁾⁽¹³⁾	⁽¹⁰⁾	Class A Common Stock	10,121⁽³⁾	⁽¹⁰⁾	0⁽¹⁴⁾	D

Explanation of Responses:

1. Shares held by reporting person as custodian for his granddaughter. Undersigned disclaims beneficial ownership.

2. Deemed acquisition and disposition to the issuer of shares of stock underlying Restricted Stock Units. No shares were actually issued or disposed.

3. Includes dividend units accrued on Restricted Stock Units on January 9, 2006.

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

5. Fully exercisable.

6. Option granted pursuant to the Company's 1988 Stock Option Plan as incentive to remain in employ of Company.

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

8. Reflects termination of 4,000 options pursuant to the Company's 1998 Stock Option Plan upon the February 1, 2006 retirement of reporting person.

9. Reflects termination of 8,000 options pursuant to the Company's 1998 Stock Option Plan upon the February 1, 2006 retirement of reporting person.

10. 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.

11. Pursuant to the Restricted Stock Unit Plan, 7,662 RSUs vested upon the February 1, 2006 retirement of reporting person.

12. In addition to the vesting of 7,662 RSUs, reflects the forfeiture of 7,662 RSUs pursuant to the Restricted Stock Unit Plan, upon the February 1, 2006 retirement of reporting person.

13. Pursuant to the Restricted Stock Unit Plan, 10,121 RSUs vested upon the February 1, 2006 retirement of reporting person.

14. In addition to the vesting of 10,121 RSUs, reflects the forfeiture of 10,121 RSUs pursuant to the Restricted Stock Unit Plan, upon the February 1, 2006 retirement of reporting person.

Remarks:

	Frank R. Schmeler	02/01/2006
	** 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.
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