SEC Form 4 · accession 0001206264-16-000101

SOMNIGROUP INTERNATIONAL INC. · SGI

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

Reporting owner

Usman Nabi

Director

Period of report

Feb 8, 2016

Accepted (ET)

Feb 10, 2016 · 6:52 pm EST

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 Stock^F1,F2	Feb 8, 2016	P	101,400	$52.62	A	3,743,900	I	By H Partners, LP
Common Stock^F3,F2	Feb 8, 2016	P	5,300	$53.52	A	3,749,200	I	By H Partners, LP
Common Stock^F4,F2	Feb 9, 2016	P	100,660	$52.41	A	3,849,860	I	By H Partners, LP
Common Stock^F5,F2	Feb 9, 2016	P	101,940	$53.48	A	3,951,800	I	By H Partners, LP
Common Stock^F6,F2	Feb 10, 2016	P	101,300	$54.53	A	4,053,100	I	By H Partners, LP
Common Stock^F7,F8	Feb 8, 2016	P	208,091	$51.75	A	1,575,791	I	By H Offshore Fund, Ltd.
Common Stock^F1,F8	Feb 8, 2016	P	48,109	$52.62	A	1,623,900	I	By H Offshore Fund, Ltd.
Common Stock^F3,F8	Feb 8, 2016	P	2,300	$53.52	A	1,626,200	I	By H Offshore Fund, Ltd.
Common Stock^F4,F8	Feb 9, 2016	P	43,700	$52.41	A	1,669,900	I	By H Offshore Fund, Ltd.
Common Stock^F5,F8	Feb 9, 2016	P	44,200	$53.48	A	1,714,100	I	By H Offshore Fund, Ltd.
Common Stock^F6,F8	Feb 10, 2016	P	44,000	$54.53	A	1,758,100	I	By H Offshore Fund, Ltd.
Common Stock^F1,F9	Feb 8, 2016	P	33,300	$52.62	A	1,098,100	I	By Managed Account
Common Stock^F3,F9	Feb 8, 2016	P	1,500	$53.52	A	1,099,600	I	By Managed Account
Common Stock^F4,F9	Feb 9, 2016	P	29,600	$52.41	A	1,129,200	I	By Managed Account
Common Stock^F5,F9	Feb 9, 2016	P	29,900	$53.48	A	1,159,100	I	By Managed Account
Common Stock^F6,F9	Feb 10, 2016	P	29,700	$54.53	A	1,188,800	I	By Managed Account

Table II — derivative securities

No Table II lines on this filing.

Explanation of responses

F1This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $52.34 to $53.33. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F2H Partners, LP ("H LP") directly owns the reported securities. H Partners Capital, LLC ("H Capital") is the general partner of H LP. H Partners Management, LLC ("H Management") is the investment manager of H LP, and Usman Nabi is a senior partner of H Management. As a result, H Capital, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held by H LP. Mr. Nabi disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $53.34 to $53.85. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F4This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $51.97 to $52.96. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F5This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $52.97 to $53.68. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F6This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $54.02 to $55.00. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F7This price is the weighted average purchase price for the transactions on this line. The price for the transactions reported on this line range from $51.35 to $52.34. The reporting person undertakes to provide,upon request by the staff of the Securities and Exchange Commission, the issuer, or a security holder of the issuer, full information regarding the number of shares purchased at each separate price.
F8H Offshore Fund, Ltd. ("H Offshore") directly owns the reported securities. H Management is the investment manager of H Offshore, and Mr. Nabi is a senior partner of H Management. As a result, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held by H Offshore. Mr. Nabi disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F9Shares held in an account managed by H Management. H Management is the investment adviser of the managed account, and Mr. Nabi is a senior partner of H Management. As a result, H Management and Mr. Nabi may be deemed to have voting and dispositive power with respect to the shares of common stock held in the managed account. Mr. Nabi disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.