SEC Form 4 · accession 0001127602-17-011650
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
Mar 10, 2017
Accepted (ET)
Mar 14, 2017 · 5:16 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 | Mar 10, 2017 | G | 1,351 | $0.00 | D | 47,146 | D | |
| Common Stock | Mar 10, 2017 | G | 1,351 | $0.00 | A | 29,689 | I | By Spouse |
| Common StockF1 | Mar 10, 2017 | S | 12,331 | $22.39 | D | 34,815 | D | |
| Common Stock | Mar 10, 2017 | G | 2,000 | $0.00 | D | 32,815 | 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 StockF3 | holding | — | — | — | 7,850 | I | By Georgia Limited Partnership |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 3,748 | 3,748 | D |
| PRSUs 2014.1F5 | — | holding | — | — | — | — | — | Common Stock | 970 | 970 | D |
| PRSUs 2015F6 | — | holding | — | — | — | — | — | Common Stock | 13,152 | 13,152 | D |
| PRSUs 2015.1F7 | — | holding | — | — | — | — | — | Common Stock | 1,422 | 1,422 | D |
| PRSUs 2016F8 | — | holding | — | — | — | — | — | Common Stock | 16,109 | 16,109 | D |
| PRSUs 2016.1F9 | — | holding | — | — | — | — | — | Common Stock | 1,635 | 1,635 | 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
- F1This transaction was executed in multiple trades at prices ranging from $22.30 to $22.575. 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.
- 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.
- 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.
- F3Mr. 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.
- 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 ratably over four years beginning on May 8, 2015 based on the company's sales performance for each of the four years 2014 - 2017.
- F6Performance 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.
- F7Performance 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 2015, which were certified by the Executive Compensation and Employee Benefits Committee on 1/26/2016 and will vest on May 8, 2016.
- F8Performance 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.
- F9Performance 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.