SEC Form 4 · accession 0001206264-18-000069
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
May 6, 2018
Accepted (ET)
May 8, 2018 · 4:19 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 | May 6, 2018 | M | 3,274 | — | A | 270,615 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Restricted Stock UnitsF1,F2 | — | May 6, 2018 | M | 3,274 | D | — | — | Common Stock | 3,274 | 9,822 | D |
Explanation of responses
- F1Restricted stock units convert into common stock on a one-for-one basis.
- F2Matching Performance Restricted Stock Units ("MPRSUs") were granted to the Reporting Person on May 6, 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. On February 24, 2017, the Compensation Committee of the TPX Board of Directors 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 annual installments, with 3,274 units vesting on the each anniversary of the Grant Date. Following achievement of the performance threshold, on the first vesting date the first tranche of MPRSUs vested and was released.