SEC Form 4 · accession 0001206264-17-000115
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay G Spenchian
Officer — EVP, Chief Marketing Officer
Period of report
Feb 28, 2017
Accepted (ET)
Sep 7, 2017 · 5:46 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 | Feb 28, 2017 | M | 10,530 | — | A | 28,596 | D | |
| Common StockF2 | Feb 28, 2017 | F | 5,176 | $46.19 | D | 23,420 | 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,F3 | — | Feb 28, 2017 | M | 10,530 | D | — | — | Common Stock | 10,530 | 0 | D |
Explanation of responses
- F1Each 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 Company's 2013 Equity Incentive Plan, as amended (the "Plan") and the award agreement to cover withholding taxes arising upon the vesting of the restricted stock units. The Plan requires tax withholding to be calculated at the closing price of the Common Stock on the date the restricted stock units become vested, which was $46.19 on Tuesday, February 28, 2017.
- F3On December 1, 2014, the Reporting Person was granted 10,530 restricted stock units, scheduled for vesting in full on the third anniversary of the grant date. However, upon termination of employment on February 28, 2017, the Reporting person became fully vested in the restricted stock units pursuant to the terms of the restricted stock unit award agreement dated as of December 1, 2014 between the Reporting Person and Tempur Sealy International, Inc.