SEC Form 4 · accession 0001127602-17-003383
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 30, 2017
Accepted (ET)
Feb 1, 2017 · 5:09 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 | — | — | — | 87,036 | 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 | — | — | — | 44,201 | D | ||
| Common StockF2 | holding | — | — | — | 7,850 | I | By Georgia Limited Partnership | |
| 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| PRSUs 2014.1F3 | — | Jan 30, 2017 | A | 970 | A | — | — | Common Stock | 970 | 970 | D |
| PRSUs 2015.1F4 | — | Jan 30, 2017 | A | 1,422 | A | — | — | Common Stock | 1,422 | 1,422 | D |
| PRSUs 2016F5 | — | Jan 30, 2017 | A | 16,109 | A | — | — | Common Stock | 16,109 | 16,109 | D |
| PRSUs 2016.1F6 | — | Jan 30, 2017 | A | 1,635 | A | — | — | Common Stock | 1,635 | 1,635 | D |
| Phantom StockF7 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,748 | 3,748 | D |
| PRSUs 2014F8 | — | holding | — | — | — | — | — | Common Stock | 6,447 | 6,447 | D |
| PRSUs 2015F9 | — | holding | — | — | — | — | — | Common Stock | 13,152 | 13,152 | D |
| RSUs 2013F10 | — | holding | — | — | — | — | — | Common Stock | 3,000 | 3,000 | D |
| Stock Appreciation RightsF11 | $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 disclaims beneficial ownership of shares held by VC or WW except to the extent of his pecuniary interest therein.
- F10Restricted 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.
- F11Stock-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.
- F2Mr. Smith is a partner in a Georgia limited partnership which beneficially owns these shares of Common Stock. Mr. Smith disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in the partnership.
- F3Performance 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 Company's sales performance for each of the four years 2014 - 2017. This amount represents the number of performance units earned for fiscal 2016, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2017 and will vest on May 8, 2017.
- F4Performance 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 Company's sales performance for each of the four years 2015 -2018. This amount represent the number of performance units earned for fiscal 2016, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2017 and will vest on May 8, 2017.
- F5Performance Restricted Stock Units ("PRSUs") award granted 1/26/2016 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, 2016. This amount represents the number of performance units earned for fiscal year 2016, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2017. The performance units vest on February 28, 2019.
- F6Performance Restricted Stock Units ("PRSUs") award granted 1/26/2016 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 Company's sales performance for each of the four years 2016 -2019. This amount represent the number of performance units earned for fiscal 2016, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2017 and will vest on May 8, 2017.
- F7Deferred 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.
- F8Performance 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.
- F9Performance 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.