SEC Form 4 · accession 0001206264-17-000031
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Scott L Thompson
Officer — CEO & PRESIDENT · Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 4:59 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 24, 2017 | A | 23,229 | $0.00 | A | 182,622 | D | |
| Common StockF2 | Feb 24, 2017 | F | 11,611 | $45.95 | D | 171,011 | 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 24, 2017 | A | 69,686 | A | — | — | Common Stock | 69,686 | 69,686 | D |
| Restricted Stock UnitsF1 | $0.00 | Feb 24, 2017 | M | 23,229 | D | — | — | Common Stock | 23,229 | 46,457 | D |
Explanation of responses
- F1Performance Restricted Stock Units ("PRSUs") were granted to the Reporting Person on October 7, 2015 (the "Grant Date"). Each PRSU represents a contingent right to receive one share of TPX Common Stock. On February 24, 2017, the Company's Compensation Committee determined that the performance threshold had been satisfied, and the award agreement became subject only to time vesting restrictions. Pursuant to the award agreement, the PRSUs vest in three annual installments, with 23,229 units vesting on each of the first two anniversaries of the Grant Date and 23,228 units vesting on the third anniversary of the Grant Date. Upon achievement of the performance threshold, the first tranche of PRSUs vested and were released.
- 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 PRSUs.