SEC Form 4 · accession 0000921895-17-001537
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
May 12, 2017
Accepted (ET)
May 16, 2017 · 5:19 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,F2,F5,F3 | May 12, 2017 | P | 105,000 | $48.6107 | A | 4,768,100 | I | By H Partners, LP |
| Common StockF1,F2,F6,F3 | May 15, 2017 | P | 125,000 | $48.4243 | A | 4,893,100 | I | By H Partners, LP |
| Common StockF1,F2,F7,F3 | May 16, 2017 | P | 250,000 | $46.9785 | A | 5,143,100 | I | By H Partners, LP |
| Common StockF1,F2,F5,F4 | May 12, 2017 | P | 20,000 | $48.6107 | A | 1,778,100 | I | By H Offshore Fund, Ltd. |
| Common StockF1,F2,F6,F4 | May 15, 2017 | P | 45,000 | $48.4243 | A | 1,823,100 | I | By H Offshore Fund, Ltd. |
| Common StockF1,F2,F7,F4 | May 16, 2017 | P | 95,000 | $46.9785 | A | 1,918,100 | I | By H Offshore Fund, Ltd. |
Table II — derivative securities
No Table II lines on this filing.
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, 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.
- 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.
- F5The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $48.2400 to $48.7100, 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 5, 6 and 7 to this Form 4.
- F6The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $48.0800 to $48.6200, 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 5, 6 and 7 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 $46.7900 to $47.1300, 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 5, 6 and 7 to this Form 4.