MOOG INC.
(Name of Issuer)
Class B Common Stock, $1.00 per share
(Title of class of securities)
CUSIP NO. 615394301
(CUSIP number)
Jennifer Walter
Vice President and Chief Financial Officer
400 Jamison Road
East Aurora, New York 14052-0018
Telephone: (716)-652-2000
(Name, address, and telephone number of person authorized to receive notices and communications)
Copies to:
Robert T. Brady
740 W. Palomino Dr.
Jackson, Wyoming 83001
Telephone: (716) 652-2000
January 7, 2020
(Date of event which requires filing of this statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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*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 to be “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).
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CUSIP NO. 615394301
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS:
Moog Inc. Stock Employee Compensation Trust, as amended and restated effective August 13, 2014, Robert T. Brady, as Trustee
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
SC, BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
0
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8
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SHARED VOTING POWER
878,479
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9
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SOLE DISPOSITIVE POWER
0
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10
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SHARED DISPOSITIVE POWER
878,479
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
878,479
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.80%1
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14
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TYPE OF REPORTING PERSON (See Instructions)
EP, OO
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1 Based on 4,222,776 voting shares of Moog Inc.'s (the "Issuer") Class B Common Stock, $1.00 par value per share ("Class B Stock") outstanding on December 27, 2019, as provided by the Issuer.
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CUSIP NO. 615394301
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SCHEDULE 13D
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1
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NAMES OF REPORTING PERSONS:
Robert T. Brady, as Trustee
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [ ]
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
SC, BK
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
87,843
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8
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SHARED VOTING POWER
878,479
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9
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SOLE DISPOSITIVE POWER
87,843
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10
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SHARED DISPOSITIVE POWER
878,479
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,3222
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12
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CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ]
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.88%3
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14
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TYPE OF REPORTING PERSON (See Instructions)
EP, OO
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2 Includes 87,843 shares owned individually.
3Based on 4,222,776 voting shares of Moog Inc.'s (the "Issuer") Class B Common Stock, $1.00 par value per share ("Class B Stock") outstanding on December 27, 2019, as provided by the Issuer.
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Item 1.
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Security and Issuer.
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This Amendment No. 6 ("Amendment No. 6") amends the statement on Schedule 13D (the "Statement") filed with the Securities and Exchange Commission (the "SEC") on August 31, 2018, as amended by Amendment No. 1 filed with the SEC on December 6, 2018 ("Amendment No. 1"), as amended by Amendment No. 2 filed with the SEC on January 10, 2019 ("Amendment No. 2"), as amended by Amendment No. 3 filed with the SEC on February 1, 2019 ("Amendment No. 3"), as amended by Amendment No. 4 filed with the SEC on March 4, 2019 ("Amendment No. 4"), and as further amended by Amendment No. 5 filed with the SEC on May 22, 2019 ("Amendment No. 5").
This Amendment No. 6 is being made to reflect changes in beneficial ownership as a result of the transactions described in Item 4 and Item 5 below. Except as otherwise set forth herein, this Amendment No. 6 does not modify any of the information previously reported in the Statement as amended.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is amended as follows:
The principal amount of the Note as of January 7, 2020 was $65,568,209.14.
As of January 7, 2020, total outstanding loans to the Trust from Citizens Bank were in the amount of $9 million.
Acquisitions of Class B Stock described under Item 5(c) below by the Trust were funded using cash on hand.
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Item 4.
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Purpose of Transaction.
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Item 4 is amended as follows:
On January 7, 2020, the Trust transfered 43,214 shares of the Class B Stock to the Issuer's treasury account to fund the distribution of shares under the Issuer's benefit and equity compensation plans.
This Amendment No. 6 updates the status of the aggregate shareholdings of the Trust. As of January 7, 2020, the Trust holds a total of 878,479 shares of Class B Stock representing approximately 20.80% of the Issuer's total outstanding Class B Stock. This is an decrease from the 913,816 shares of Class B Stock held on May 20, 2019, as reported in Amendment No. 5.
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Item 5.
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Interest in Securities of the Issuer.
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Item 5 is amended and restated as follows:
(a) The Trust beneficially owns 878,479 shares of Class B Stock, which equals 20.80% of the outstanding Class B Stock, based on 4,222,776 shares of Class B Stock outstanding on December 27, 2019. In addition, the Trustee beneficially owns 87,843 shares of Class B Stock, which equals 2.08% of the outstanding Class B Stock, based on 4,222,776 shares of the Class B Stock outstanding on December 27, 2019.
(b) The Trustee has shared voting power and dispositive power for all of the 878,479 shares of Class B Stock held by the Trust with participants of the Moog Inc. Retirement Savings Plan on Significant Transactions as provided for in Section 5.4 of the SECT Agreement, a copy of which is filed with the Statement. Significant Transactions include matters involving corporate merger, consolidation, sale of all or substantially all of the Company’s assets, recapitalization, reclassification, liquidation, dissolution or similar matters. As to other matters, the Trustee has the sole power to direct the vote and to dispose or direct the disposition of all of the 878,479 shares of Class B Stock held by the Trust. The Trustee has sole voting and dispositive power for all 87,843 shares of Class B Stock owned individually.
(c) All transactions in Class B Stock by the Trust during the sixty day period prior to the date of the filing of Amendment No. 6 are outlined in the following table:
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Date
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Transaction
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Resulting share movement
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Price
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11/8/2019
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Purchase from Employee Stock Purchase Plan
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81
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$83.15
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11/15/2019
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Purchase from Employee Stock Purchase Plan
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236
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$85.95
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11/15/2019
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Purchase from private party
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5,992
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$88.21
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11/22/2019
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Purchase from Employee Stock Purchase Plan
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392
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$87.62
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11/29/2019
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Purchase from private party
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151
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$87.62
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12/2/2019
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Purchase from Employee Stock Purchase Plan
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70
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$87.62
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12/3/2019
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Purchase from Moog Inc. Retirement Savings Plan
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6,260
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$86.80
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12/6/2019
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Purchase from Employee Stock Purchase Plan
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31
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$86.80
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12/6/2019
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Purchase from private party
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109
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$86.41
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12/9/2019
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Purchase from private party
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99
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$86.38
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12/10/2019
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Purchase from private party
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172
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$86.38
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12/12/2019
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Purchase from private party
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188
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$89.50
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12/13/2019
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Purchase from Employee Stock Purchase Plan
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9
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$89.50
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12/17/2019
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Purchase from Moog Inc. Retirement Savings Plan
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5,737
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$86.40
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12/20/2019
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Purchase from Employee Stock Purchase Plan
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245
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$86.40
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12/24/2019
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Purchase from private party
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189
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$86.40
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12/24/2019
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Purchase from private party
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131
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$87.08
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12/30/2019
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Purchase from Employee Stock Purchase Plan
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41
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$87.08
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12/30/2019
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Purchase from Moog Inc. Retirement Savings Plan
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6,426
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$86.40
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1/2/2020
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Purchase from private party
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312
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$89.28
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1/3/2020
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Purchase from Employee Stock Purchase Plan
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18
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$87.08
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1/7/2020
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Transfer from SECT to Issuer's treasury account
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43,214
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$88.49
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No shares of Class B Stock were acquired or sold by the Trustee during the sixty (60) days preceding the date of this Amendment No 5.
(d) Not applicable.
(e) Not applicable.
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 10, 2020
ROBERT T. BRADY, INDIVIDUALLY AND AS TRUSTEE OF THE MOOG INC. STOCK EMPLOYEE COMPENSATION TRUST, as amended
By: /s/ Daniel C Suarez as Power of Attorney for Robert T. Brady
Robert T. Brady, individually and as Trustee