SEC Form 4 · accession 0001127602-15-002917
HAVERTY FURNITURE COMPANIES INC · HVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clarence H Smith
Officer — Chairman, President & CEO · Director
Period of report
Jan 23, 2015
Accepted (ET)
Jan 27, 2015 · 4:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000216085
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock | holding | — | — | — | 65,130 | D | ||
| Class A Common Stock | holding | — | — | — | 1,950 | I | By Spouse | |
| Class A Common StockF1 | holding | — | — | — | 603,497 | I | By Villa Clare, LP | |
| Class A Common StockF1 | holding | — | — | — | 603,497 | I | By West Wesley, LLC | |
| Common Stock | holding | — | — | — | 69,448 | D | ||
| Common Stock | holding | — | — | — | 26,987 | I | By Spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PRSUs 2015F2 | — | Jan 23, 2015 | A | 13,271 | A | — | — | Common Stock | 13,271 | 13,271 | D |
| PRSUs 2015.1F3 | — | Jan 23, 2015 | A | 5,688 | A | — | — | Common Stock | 5,688 | 5,688 | D |
| Phantom StockF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,455 | 3,455 | D |
| PRSUs 2014F5 | — | holding | — | — | — | — | — | Common Stock | 9,080 | 9,080 | D |
| PRSUs 2014.1F6 | — | holding | — | — | — | — | — | Common Stock | 3,880 | 3,880 | D |
| RSUs 2011-01-27F7 | — | holding | — | — | — | — | — | Common Stock | 3,600 | 3,600 | D |
| RSUs 2012F8 | — | holding | — | — | — | — | — | Common Stock | 7,400 | 7,400 | D |
| RSUs 2013F9 | — | holding | — | — | — | — | — | Common Stock | 9,000 | 9,000 | D |
| Stock Appreciation RightsF10 | $18.14 | holding | — | — | — | — | Jan 24, 2020 | Common Stock | 22,000 | 22,000 | D |
Explanation of responses
- F1These shares are held by Villa Clare, LP, a limited partnership ("VC") and are also reported herein by West Wesley, LLC, a limited liability company ("WW"), the partnership's general partner. Mr. Smith is the sole manager of WW. Mr. Smith disclaimes beneficial ownership of shares held by VC or WW except to the extent of his pecuniary interest therein.
- F10Stock-Settled Appreciation rights ("SARs") granted under the 2004 Long-Term Incentive Plan. SARs vest in four equal installments, beginning on 5/8/2014, and expire seven years from the grant date.
- F2Performance Restricted Stock Units ("PRSUs") award granted 1/23/2015 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the company's common stock. The performance units vest in February 2018 based on the company's EBITDA for the year ended December 31, 2015. The performance units reported represent target performance. The maximum number of performance units which may be earned is 160% of the target performance units, and the minimum number of performance units which may be earned is zero performance units.
- F3Performance Restricted Stock Units ("PRSUs") award granted 1/23/2015 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the company's common stock. The performance units vest ratably over four years beginning on May 8, 2016 based on the company's sales performance for each of the four years 2015 - 2018.
- F4Deferred under Directors' Deferred Compensation Plan. Settlement will occur upon the earlier to occur of (i) termination of service on the Board of Directors, or (ii) death.
- F5Performance Restricted Stock Units ("PRSUs") award granted 1/17/2014 under the 2004 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the company's common stock. The performance units vest in February 2017 based on the company's EBITDA for the year ended December 31, 2014. The performance units reported represent target performance. The maximum number of performance units which may be earned is 160% of the target performance units, and the minimum number of performance units which may be earned is zero performance units.
- F6Performance Restricted Stock Units ("PRSUs") award granted 1/17/2014 under the 2004 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the company's common stock. The performance units vest ratably over four years beginning on May 8, 2015 based on the company's sales performance for each of the four years 2014 - 2017.
- F7Restricted Stock Units ("RSUs") award granted 1/27/2011 under the 2004 Long-Term Incentive Plan. RSUs vest equally over 4 years, beginning 5/8/2012. Each RSU is equivalent to one share of common stock upon vesting.
- F8Restricted Stock Units ("RSUs") award granted 1/23/2012 under the 2004 Long-Term Incentive Plan. RSUs vest equally over 4 years, beginning 5/8/2013. Each RSU is equivalent to one share of common stock upon vesting.
- F9Restricted Stock Units ("RSUs") award granted 1/24/2013 under the 2004 Long-Term Incentive Plan. RSUs vest equally over 4 years, beginning 5/8/2014. Each RSU is equivalent to one share of common stock upon vesting.