SEC Form 4 · accession 0001127602-19-003781
HAVERTY FURNITURE COMPANIES INC · HVT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Clarence H Smith
Officer — Chairman, President & CEO · Director
Period of report
Jan 31, 2019
Accepted (ET)
Feb 4, 2019 · 5:03 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 | — | — | — | 42,796 | D | ||
| Common Stock | holding | — | — | — | 7,850 | I | By Georgia Limited Partnership | |
| Common Stock | holding | — | — | — | 29,689 | 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 2015.1F2 | — | Jan 31, 2019 | A | 1,422 | A | — | — | Common Stock | 1,422 | 1,422 | D |
| PRSUs 2018F3 | — | Jan 31, 2019 | A | 14,206 | A | — | — | Common Stock | 14,206 | 14,206 | D |
| RSUs 2019F4 | — | Jan 31, 2019 | A | 2,900 | A | — | — | Common Stock | 2,900 | 2,900 | D |
| Phantom StockF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,085 | 4,085 | D |
| PRSUs 2016F6 | — | holding | — | — | — | — | — | Common Stock | 16,109 | 16,109 | D |
| PRSUs 2017F7 | — | holding | — | — | — | — | — | Common Stock | 14,384 | 14,384 | D |
| RSUs 2018F8 | — | holding | — | — | — | — | — | Common Stock | 2,580 | 2,580 | D |
| Stock Appreciation RightsF9 | $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.
- 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 based on the Company's sales performance for each of the four years 2015 -2018. This amount represents the number of performance units earned for fiscal 2018, which were certified by the Nominating, Compensation and Governance Committee on 1/31/2019 and will vest on May 8, 2019.
- F3Performance Restricted Stock Units ("PRSUs") award granted 1/30/2018 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, 2018. This amount represents the number of performance units earned for fiscal year 2018, which were certified by the Nominating, Compensation and Governance Committee on 1/31/2019. The performance units vest on February 28, 2021.
- F4Restricted Stock Units ("RSUs") award granted 1/31/2019 under the 2014 Long-Term Incentive Plan. RSUs vest ratably over 4 years, beginning 5/8/2020. Each RSU is equivalent to one share of common stock upon vesting.
- F5Deferred 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.
- 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 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.
- F7Performance Restricted Stock Units ("PRSUs") award granted 1/30/2017 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, 2017. This amount represents the number of performance units earned for fiscal year 2017, which were certified by the Executive Compensation and Employee Benefits Committee on 1/30/2018. The performance units vest on February 28, 2020.
- F8Restricted Stock Units ("RSUs") award granted 1/30/2018 under the 2014 Long-Term Incentive Plan. RSUs vest ratably over 4 years, beginning 5/8/2019. Each RSU is equivalent to one share of common stock upon vesting.
- F9Stock-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.