SEC Form 4 · accession 0001206264-17-000113
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott L Thompson
Officer — CEO & PRESIDENT · Director
Period of report
Sep 4, 2017
Accepted (ET)
Sep 6, 2017 · 5:17 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,F2 | Sep 4, 2017 | M | 39,333 | — | A | 215,480 | D | |
| Common StockF3 | Sep 4, 2017 | F | 1,640 | $62.10 | D | 213,840 | D | |
| Common StockF4,F2 | Sep 4, 2017 | M | 23,229 | — | A | 237,069 | D | |
| Common StockF5 | Sep 4, 2017 | F | 11,615 | $62.10 | D | 225,454 | 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 UnitsF2,F1 | — | Sep 4, 2017 | M | 39,333 | D | — | — | Common Stock | 39,333 | 39,333 | D |
| Restricted Stock UnitsF2,F4 | $0.00 | Sep 4, 2017 | M | 23,229 | D | — | — | Common Stock | 23,229 | 23,228 | D |
Explanation of responses
- F1Represents the conversion of the portion of the restricted stock units granted on September 4, 2015 that vested on September 4, 2017. The restricted stock units have vested and will vest as follows: 39,334 on September 4, 2016 and 39,333 on each of September 4, 2017 and 2018, respectively. Payout of the vested common shares is deferred until thirty days following the Reporting Person's termination of employment.
- F2Each restricted stock unit represents a contingent right to receive one share of TPX common stock.
- F3Represents the number of shares withheld in accordance with the Company's Amended and Restated 2013 Equity Incentive Plan and the award agreement to cover the withholding taxes arising upon the vesting of these RSUs.
- F4Performance Restricted Stock Units ("PRSUs") were granted to the Reporting Person on September 4, 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. These PRSUs vested on September 4, 2017 as the second annual installment.
- F5Represents the number of shares withheld in accordance with the Company's Amended and Restated 2013 Equity Incentive Plan and the award agreement to cover the withholding taxes arising upon the vesting of these PRSUs.