SEC Form 4 · accession 0001206264-17-000015
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bhaskar Rao
Officer — CAO & SVP Finance
Period of report
Feb 11, 2017
Accepted (ET)
Feb 14, 2017 · 5:50 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 StockF1 | Feb 11, 2017 | A | 885 | $0.00 | A | 9,911 | D | |
| Common StockF2 | Feb 11, 2017 | F | 434 | $46.15 | D | 9,477 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | $0.00 | Feb 11, 2017 | M | 885 | D | — | — | Common Stock | 885 | 2,655 | D |
Explanation of responses
- F1Represents the vesting of restricted stock units granted on February 11, 2016 (the "Grant Date"). Pursuant to the award agreement, these restricted stock units vest in four equal installments on the first four anniversaries of the Grant Date.
- F2Represents the number of shares withheld in accordance with the award agreement and the Company's 2013 Equity Incentive Plan, as amended (the "Plan") to cover the withholding taxes arising upon the vesting of these restricted stock units. Because the award vested on a date when the New York Stock Exchange was closed, the Plan requires the tax withholding to be calculated at the closing price of the Common Stock on the first date for which a closing price is reported preceding the vesting date, February 10, 2017.