SEC Form 4 · accession 0001206264-17-000033
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
Richard W Anderson
Officer — EVP & President North America
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 5:00 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 | 4,566 | $0.00 | A | 56,728 | D | |
| Common StockF2 | Feb 24, 2017 | F | 2,336 | $45.95 | D | 54,392 | D | |
| Common StockF3 | Feb 24, 2017 | A | 4,375 | $0.00 | A | 58,767 | D | |
| Common StockF4 | Feb 24, 2017 | F | 2,240 | $45.95 | D | 56,527 | 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 | 18,262 | A | — | — | Common Stock | 18,262 | 18,262 | D |
| Restricted Stock UnitsF1 | $0.00 | Feb 24, 2017 | M | 4,566 | D | — | — | Common Stock | 4,566 | 13,696 | D |
Explanation of responses
- F1Restricted stock units subject to a performance threshold were granted to the Reporting Person on February 11, 2016 (the "Grant Date"). Upon achievement of the performance threshold, the first tranche of the restricted stock units vested and were released. On February 24, 2017, the Company's Compensation Committee determined that the performance threshold had been satisfied, and the award became subject only to time vesting restrictions. Pursuant to the award agreement, the restricted stock units vest in four installments, with 4,566 units vesting on the first two anniversaries of the Grant Date and 4,565 units vesting on each of the third and fourth anniversaries of the Grant Date. Each restricted stock unit represents a contingent right to receive one share of TPX Common Stock.
- 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. The Plan requires the tax withholding to be calculated at the closing price of the Common Stock on the date the award vested, which was $45.95 on Friday, February 24th, 2017.
- F3Represents the number of shares the Reporting Person earned on February 24, 2017 under a PRSU award granted on February 28, 2014, covering a three-year performance period ending December 31, 2016.
- F4Represents 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.