SEC Form 4 · accession 0001127602-16-060492
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
Aug 16, 2016
Accepted (ET)
Aug 17, 2016 · 4:07 pm EDT
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 |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 15, 2016 | G | 1,351 | $0.00 | D | 56,088 | D | |
| Common StockF1 | Aug 16, 2016 | S | 10,510 | $20.52 | D | 45,578 | D | |
| Class A Common Stock | holding | — | — | — | 87,036 | D | ||
| Class A Common Stock | holding | — | — | — | 1,950 | I | By Spouse | |
| Class A Common StockF2 | holding | — | — | — | 603,497 | I | By Villa Clare, LP | |
| Class A Common StockF2 | holding | — | — | — | 603,497 | I | By West Wesley, LLC | |
| Common Stock | holding | — | — | — | 28,338 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,748 | 3,748 | D |
| PRSUs 2014F4 | — | holding | — | — | — | — | — | Common Stock | 6,447 | 6,447 | D |
| PRSUs 2015F5 | — | holding | — | — | — | — | — | Common Stock | 13,152 | 13,152 | D |
| RSUs 2013F6 | — | holding | — | — | — | — | — | Common Stock | 3,000 | 3,000 | D |
| Stock Appreciation RightsF7 | $18.14 | holding | — | — | — | — | Jan 24, 2020 | Common Stock | 22,000 | 22,000 | D |
Explanation of responses
- F1This transaction was executed in multiple trades at prices ranging from $20.7594 to $20.3095. The price reported reflects the weighted average sale price. Upon request by the Commission staff, the Issuer, or a security holder of the Issuer, the Reporting Person will provide full information regarding the number of shares sold at each separate price within the range set forth in the footnote.
- F2These 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 disclaims beneficial ownership of shares held by VC or WW except to the extent of his pecuniary interest therein.
- F3Deferred 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.
- F4Performance Restricted Stock Units ("PRSUs") award granted 1/17/2014 under the 2014 Long-Term Incentive Plan. Each performance unit represents a contingent right to receive one share of the Company's common stock based on the EBITDA for the year ended December 31, 2014. This amount represents the number of performance units earned for fiscal year 2014, which were certified by the Executive Compensation and Employee Benefits Committee on 1/23/2015. The performance units vest on February 28, 2017.
- F5Performance 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 based on the EBITDA for the year ended December 31, 2015. This amount represents the number of performance units earned for fiscal year 2015, which were certified by the Executive Compensation and Employee Benefits Committee on 1/26/2016. The performance units vest on February 28, 2018.
- F6Restricted 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.
- F7Stock-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.