FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MARTIN GARY L
2. Issuer Name and Ticker or Trading Symbol

ALAMO GROUP INC [ ALG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

2301 VERSAILLES CT.
3. Date of Earliest Transaction (MM/DD/YYYY)

12/16/2014
(Street)

HEATH, TX 75032
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/18/2014 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Derivative (Right to Buy) for directors   $25.18   12/16/2014     J   (1)       5000   (2) (4)   5/7/2008   (2) 5/6/2017   Common Stock   5000   $0   0   D    
Derivative (Right to Buy) for directors   $11.45   12/16/2014     J   (1)       3864   (3) (4)   5/11/2010   (3) 5/11/2019   Common Stock   3864   $0   4136   D    

Explanation of Responses:
( 1)  On December 16, 2014, the Issuer's Board of Directors approved the transfer of options to acquire 8,864 shares of the Issuer's common stock from the Reporting Person to Capital Southwest Corporation ("CSW"), pursuant to an agreement entered into between the Reporting Person and CSW stipulating that the transferred options are intended to be for the benefit of CSW, and the balanace is intended to be for the benefit of the Reporting Person. The Reporting Person is the former Chairman of the Board, President and Chief Executive Officer of CSW. The transferred options will be subject to the lock-up agreement dated November 12, 2014 entered into by CSW with the underwriters of shares of the Issuer's common stock that CSW sold in a public offering on November 12, 2014.
( 2)  These options were originally granted to the Reporting Person on May 7, 2007 pursuant to the Alamo Group Inc. First Amended and Restated 1999 Non-Qualified Stock Option Plan. These options vested in five equal annual installments beginning on May 7, 2008.
( 3)  These options were originally granted to the Reporting Person on May 11, 2009 pursuant to the Alamo Group Inc. First Amended and Restated 1999 Non-Qualified Stock Option Plan. These options vested in 5 equal annual installments beginning on May 11, 2010.
( 4)  These options were inadvertently reported in subcolumn (A) of Column 5 of Table II in the original Form 4 filed by the reporting person on December 18, 2014 to report this transaction. This amendment is being filed to correctly report these options in subcolumn (D) of Column 5 of Table II to show that the reporting person disposed of these options on December 16, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MARTIN GARY L
2301 VERSAILLES CT.
HEATH, TX 75032
X



Signatures
Kelly Watson (Power of Attorney attached) 2/19/2015
** 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 control number.
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