SEC Form 4 · accession 0000921895-16-003249

SOMNIGROUP INTERNATIONAL INC. · SGI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1This Form 4 is filed jointly by H Partners Management, LLC ("H Management") and Rehan Jaffer (collectively, the "Reporting Persons"). The securities reported herein are held in the accounts of certain investment funds owned and managed by H Management, including H Partners, LP ("H LP") and H Offshore Fund, Ltd. ("H Offshore") and a certain managed account (the "Managed Account"), each of which individually owns less than 10% of the Issuer's outstanding shares of common stock. The Reporting Persons are filing this report because each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of common stock.
• F10The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $54.0200 to $55.0000, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 6, 7, 8, 9 and 10 to this Form 4.
• F2Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
• F3H LP directly owns the reported securities. H Management, as the investment manager of H LP, and Mr. 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 H LP.
• F4H Offshore directly owns the reported securities. H Management, as the investment manager of H Offshore, and Mr. 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 H Offshore.
• F5Securities held in the Managed Account. H Management, as the investment adviser of the Managed Account, and Mr. 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 in the Managed Account.
• F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $51.3600 to $52.3500, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 6, 7, 8, 9 and 10 to this Form 4.
• F7The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $52.3600 to $52.7400, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 6, 7, 8, 9 and 10 to this Form 4.
• F8The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $51.9700 to $52.9600, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 6, 7, 8, 9 and 10 to this Form 4.
• F9The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $52.9700 to $53.6800, excluding commissions. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 6, 7, 8, 9 and 10 to this Form 4.