SEC Form 4/A · accession 0001206264-17-000134
SOMNIGROUP INTERNATIONAL INC. · SGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Scott L Thompson
Officer — CEO & PRESIDENT · Director
Period of report
Feb 24, 2017
Accepted (ET)
Sep 11, 2017 · 4:22 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 24, 2017 | A | 23,229 | $0.00 | A | 182,622 | 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 | $0.00 | Feb 24, 2017 | A | 35,000 | A | — | — | Common Stock | 35,000 | 35,000 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 24, 2017 | A | 16,370 | A | — | — | Common Stock | 16,370 | 16,370 | D |
Explanation of responses
- F1The line item in Table I has been included in this amendment solely to amend footnote (1) to the original filing. The original Form 4 filed on February 28, 2017 is amended by this Form 4 amendment to replace "October 7, 2015" with "September 4, 2015" in footnote (1) as the Grant Date of the award. The original line item in Table I and the remainder of footnote (1) included in the original filing are identical.
- F2The original Form 4 filed on February 28, 2017 is amended by this Form 4 amendment to include Matching Performance Restricted Stock Units ("MPRSUs") that were granted to the Reporting Person on March 18, 2016 (the "Grant Date") subject to a performance metric for the year 2016 being met. 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 7,000 units vesting on each anniversary of the Grant Date.
- F3The original Form 4 filed on February 28, 2017 is amended by this Form 4 amendment to include Matching Performance Restricted Stock Units ("MPRSUs") that were granted to the Reporting Person on May 6, 2016 (the "Grant Date") subject to a performance metric for the year 2016 being met. 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 3,274 units vesting on each anniversary of the Grant Date.