SEC Form 4 · accession 0001206264-17-000046
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
Mar 18, 2017
Accepted (ET)
Mar 21, 2017 · 4:54 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 | Mar 18, 2017 | M | 3,486 | $0.00 | A | 60,013 | D | |
| Common StockF2,F3 | Mar 18, 2017 | F | 1,757 | $45.89 | D | 58,256 | 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 | Mar 18, 2017 | M | 3,486 | D | — | — | Common Stock | 3,486 | 13,944 | D |
Explanation of responses
- F1Matching Performance Restricted Stock Units ("MPRSUs") were granted to the Reporting Person on March 18, 2016 (the "Grant Date"). Each MPRSU represents a contingent right to receive one share of TPX Common Stock for each share purchased by the Reporting Person on or about the Grant Date pursuant to the award agreement. 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 MPRSUs vest in five equal annual installments, with 3,486 units vesting on each anniversary of the Grant Date. Following achievement of the performance threshold, on the first vesting date the first tranche of MPRSUs 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 MPRSUs. 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, March 17, 2017.
- F31,729 of these shares are subject to forfeiture pursuant to the terms of the Reporting Person's 2016 MPRSU award agreement.