Edgar Filing: ALBANY INTERNATIONAL CORP /DE/

Ownership Submission

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

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

OMB APPROVAL

OMB Number:

3235-0287

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

POLUMBO RALPH M

2. Issuer Name and Ticker or Trading Symbol
ALBANY INTERNATIONAL CORP /DE/ [AIN]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Operating Officer AEC

(Last)

(First)

(Middle)

C/O ALBANY INTERNATIONAL CORP., P.O. BOX 1907

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2011

(Street)

ALBANY, NY 12201-1907

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

(City)

(State)

(Zip)

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								832	I	By 401(k)
Class A Common Stock	03/01/2011		M		3,301 ⁽¹⁾	A	$ 0	14,887	D
Class A Common Stock	03/01/2011		A		2,322 ⁽²⁾	A	$ 0	17,209	D
Class A Common Stock	03/01/2011		F		2,037 ⁽³⁾	D	$ 23.71	15,172 ⁽⁴⁾	D
Class A Common Stock ⁽⁵⁾	03/01/2011		M		7,335	A	⁽⁵⁾	7,335 ⁽⁵⁾	D ⁽⁵⁾
Class A Common Stock ⁽⁵⁾	03/01/2011		D		7,335	D	$ 23.86	0	D ⁽⁵⁾
Class A Common Stock ⁽⁵⁾	03/01/2011		M		1,078	A	⁽⁵⁾	1,078 ⁽⁵⁾	D ⁽⁵⁾
Class A Common Stock ⁽⁵⁾	03/01/2011		D		1,078	D	$ 24.14	0	D ⁽⁵⁾
Class A Common Stock ⁽⁵⁾	03/01/2011		M		2,223	A	⁽⁵⁾	2,223 ⁽⁵⁾	D ⁽⁵⁾
Class A Common Stock ⁽⁵⁾	03/01/2011		D		2,223	D	$ 24.14	0	D ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 Underlying Securities
(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

Restricted Stock Units ⁽⁶⁾

⁽⁶⁾

04/01/2007⁽⁶⁾⁽⁷⁾

⁽⁶⁾⁽⁷⁾

Class A Common Stock

1,334 ⁽⁸⁾

Restricted Stock Units ⁽⁶⁾

⁽⁶⁾

03/01/2011

7,335

03/01/2011⁽⁶⁾⁽⁹⁾

⁽⁶⁾⁽⁹⁾

Class A Common Stock

29,341 ⁽⁸⁾

⁽⁶⁾

22,006

Restricted Stock Units ⁽¹⁰⁾

⁽¹⁰⁾

03/01/2011

2,156

⁽¹⁰⁾⁽¹¹⁾

Class A Common Stock

2,156 ⁽⁸⁾

⁽¹⁰⁾

Restricted Stock Units ⁽¹²⁾

⁽¹²⁾

03/01/2011

4,446

⁽¹²⁾⁽¹³⁾

Class A Common Stock

6,670 ⁽⁸⁾

⁽¹²⁾

2,224

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
POLUMBO RALPH M C/O ALBANY INTERNATIONAL CORP. P.O. BOX 1907 ALBANY, NY 12201-1907			Chief Operating Officer AEC

Signatures

Kathleen M. Tyrrell, Attorney-in-Fact		03/03/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Shares distributed upon partial settlement of Restricted Stock Units previously granted pursuant to the Albany International Corp. 2005 Incentive Plan (see footnotes 10 and 12).
(2)	Shares distributed pursuant to an Annual Performance Bonus Award made under the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan).
(3)	Shares withheld to satisfy the tax liability in connection with the acquisitions described in footnotes 1 and 2 above.
(4)	Includes 489 shares acquired pursuant to a dividend reinvestment plan.
(5)	Deemed acquisition and disposition to the issuer of shares of stock underlying Restricted Stock Units upon automatic vesting and cash settlement of such Units (see footnotes 6, 10 and 12). No shares were actually issued to the reporting person, nor did the reporting person dispose of any shares.
(6)	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.
(7)	1,200 Restricted Stock Units (plus related dividend units) vest on each April 1, beginning April 1, 2007.
(8)	Includes dividend units accrued on Restricted Stock Units on April 7, 2010; July 8, 2010, October 7, 2010 and January 10, 2011.
(9)	6,750 Restricted Stock Units (plus related dividend units) vest on March 1, 2011; 6,750 Restricted Stock Units (plus related dividend units) vest on September 1, 2011; 6,750 Restricted Stock Units (plus related dividend units) vest on March 1, 2012; and 6,750 Restricted Stock Units (plus related dividend units) vest on September 1, 2012.
(10)	Restricted Stock Units granted on February 27, 2009 pursuant to the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan"). Each Restricted Stock Unit award entitles the holder to receive a number of shares of Class A Common Stock, the cash equivalent of such shares, or a combination of cash and shares, in each case in accordance with a settlement schedule.
(11)	Reflects settlement (half in cash, half in shares of the Company's Class A Common Stock) on March 1, 2011.
(12)	Restricted Stock Units granted on February 25, 2010 pursuant to the Albany International Corp. 2005 Incentive Plan (the "Incentive Plan"). Each Restricted Stock Unit award entitles the holder to receive a number of shares of Class A Common Stock, the cash equivalent of such shares, or a combination of cash and shares, in each case in accordance with a settlement schedule.
(13)	Reflects settlement (half in cash, half in shares of the Company's Class A Common Stock) of two-thirds of the reported units on March 1, 2011. The remaining reported units (plus related dividend units) will be settled and payable on our about March 1, 2012, half in cash, half in shares of the Company's Class A Common Stock.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.