SEC Form 4 · accession 0000899243-15-004614
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Scott L Thompson
Officer — Chairman, President and CEO · Director
Period of report
Sep 4, 2015
Accepted (ET)
Sep 9, 2015 · 5:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001206264
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Subscription Right (Right to Buy)F1 | $71.75 | Sep 4, 2015 | A | 69,686 | A | — | — | Common Stock, $0.01 par value | 69,686 | 69,686 | D |
| Stock Option (Right to Buy)F2 | $71.75 | Sep 4, 2015 | A | 310,000 | A | — | Sep 4, 2025 | Common Stock, $0.01 par value | 310,000 | 310,000 | D |
| Restricted Stock UnitsF3,F4 | — | Sep 4, 2015 | A | 118,000 | A | — | — | Common Stock, $0.01 par value | 118,000 | 118,000 | D |
Explanation of responses
- F1This transaction is subject to a Subscription Agreement pursuant to which Mr. Thompson agreed to purchase and the Company agreed to sell, 69,686 shares of Common Stock (the "Purchased Shares") for a price of $71.75 per share (the closing price on the NYSE on September 4, 2015) and a total price of $4,999,970.50, payable in cash at closing. The closing of this purchase is subject to completion of the NYSE listing process and is expected to close in September.
- F2These options will vest in three annual installments with options covering 103,334 shares of common stock vesting on September 4, 2016, options covering 103,333 shares of common stock vesting on September 4, 2017 and options covering 103,333 shares of common stock vesting on September 4, 2018.
- F3Each restricted stock unit represents a contingent right to receive one share of TPX common stock.
- F4The restricted stock units will vest over three years and will not become payable until the date of the Reporting Person's termination of employment.