WILKINSON PAUL Form 4 Filed 2024-11-19

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

WILKINSON PAUL

2. Issuer Name and Ticker or Trading Symbol
MOOG INC. [MOGA/MOGB]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice President

(Last)

(First)

(Middle)

SENECA ST & JAMISON ROAD

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

(Street)

EAST AURORA, NY 14052

(City)

(State)

(Zip)

4. If Amendment, Date 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 B Common	11/15/2024		A⁽¹⁾		256	A	$ 0	5,529	D
Class B Common	11/15/2024		F⁽²⁾		118	D	$215.62	5,411	D
Class B Common	11/16/2024		A⁽³⁾		165	A	$ 0	5,576	D
Class B Common	11/16/2024		F⁽⁴⁾		76	D	$215.62	5,500	D
Class A Common								369	D
Class A Common								198	I	SIP⁽⁵⁾
Class B Common⁽⁶⁾								1,817	I	401(k)

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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

SAR⁽⁷⁾

$63.04

⁽⁸⁾

11/17/2025

Class A Common

667

SAR⁽⁷⁾

$65.9

⁽⁸⁾

11/17/2025

Class B Common

1,333

SAR⁽⁷⁾

$71.65

⁽⁸⁾

11/15/2026

Class B Common

2,000

SAR⁽⁷⁾

$82.31

⁽⁸⁾

11/14/2027

Class B Common

6,181

SAR⁽⁷⁾

$80.19

⁽⁸⁾

11/13/2028

Class B Common

6,988

SAR⁽⁷⁾

$85.95

⁽⁸⁾

11/12/2029

Class B Common

6,794

SAR⁽⁷⁾

$73.39

⁽⁸⁾

11/17/2030

Class B Common

4,452

SAR⁽⁷⁾

$83

⁽⁸⁾

11/16/2031

Class B Common

3,737

Explanation of Responses:

1.	Represents the Class B shares received by the reporting person upon the vesting of the second fixed dollar tranche of the fixed dollar-denominated time vesting award ("TVA") received by the reporting person on November 15, 2022. The TVA vests in three equal fixed dollar tranches and can be settled into Class B shares using the fair market value of the Class B shares on the date of vesting of such tranche.
2.	The Company withheld Class B shares to satisfy the tax withholding obligation for the tranche of the reporting person's TVA that vested on November 15, 2024.
3.	Represents the Class B shares received by the reporting person upon the vesting of the third fixed dollar tranche of the fixed dollar-denominated time vesting award ("TVA") received by the reporting person on November 16, 2021. The TVA vests in three equal fixed dollar tranches and can be settled into Class B shares using the fair market value of the Class B shares on the date of vesting of such tranche.
4.	The Company withheld Class B shares to satisfy the tax withholding obligation for the tranche of the reporting person's TVA that vested on November 16, 2024.
5.	Reflects shares held in Moog UK Share Incentive Plan (SIP) as of the most recent statement to participants.
6.	Reflects equivalent shares held in Moog Inc. Retirement Savings Plan as of the most recent report to participants.
7.	Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan.
8.	SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.

	Signatures
	/s/ Eric Moss, as Power of Attorney for Paul Wilkinson	11/19/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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