SEC Form 4 · accession 0000899243-18-012110
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 7, 2018
Accepted (ET)
May 9, 2018 · 5:30 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001206264
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F4 | May 7, 2018 | P | 180,761 | $43.8533 | A | 7,491,961 | I | See Footnote |
| Common StockF2,F4 | May 8, 2018 | P | 150,618 | $44.7355 | A | 7,642,579 | I | See Footnote |
| Common StockF3,F4 | May 9, 2018 | P | 357,421 | $44.9158 | A | 8,000,000 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $42.8300 to $44.3150, inclusive. The reporting persons undertake to provide to Tempur Sealy International, Inc., any security holder of Tempur Sealy International, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in footnotes (1), (2) and (3) to this Form 4.
- F2The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $44.2800 to $45.0300, inclusive.
- F3The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $44.5100 to $45.3900, inclusive.
- F4Funds owned and managed by H Partners Management, LLC ("H Management") directly own the reported securities. As a result, H Management, as investment manager, and Rehan Jaffer, as managing member of H Management, may be deemed to have voting and dispositive power with respect to the shares of common stock held by the managed funds. Each of H Management and Mr. Jaffer disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such reporting person is the beneficial owner of securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.